NRC Appoints New Directors, One Departs

TL;DR

NRC board shakeup: Collins out, Collins and Collins in. Effective immediately.

AI Summary

National Research Corporation announced on August 25, 2025, the departure of Director Michael J. L. Collins. The company also elected two new directors, Michael J. L. Collins and Mark J. L. Collins, to its Board of Directors, effective August 25, 2025. These changes are effective immediately.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board changes and does not indicate any significant financial distress or operational issues.

Key Players & Entities

• National Research Corporation (company) — Registrant
• Michael J. L. Collins (person) — Departing Director and Newly Elected Director
• Mark J. L. Collins (person) — Newly Elected Director
• August 25, 2025 (date) — Effective date of board changes

FAQ

Key Financial Figures

• $400,000 — ncluding: an annualized base salary of $400,000; a cash signing bonus of $100,000, sub
• $100,000 — y of $400,000; a cash signing bonus of $100,000, subject to return to the Company on a

Filing Documents

• nrc20250827_8k.htm (8-K) — 35KB
• ex_857742.htm (EX-99.1) — 8KB
• logo.jpg (GRAPHIC) — 5KB
• 0001437749-25-027942.txt ( ) — 182KB
• nrc-20250825.xsd (EX-101.SCH) — 3KB
• nrc-20250825_def.xml (EX-101.DEF) — 11KB
• nrc-20250825_lab.xml (EX-101.LAB) — 15KB
• nrc-20250825_pre.xml (EX-101.PRE) — 11KB
• nrc20250827_8k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 25, 2025, National Research Corporation, a Delaware corporation (the "Company"), the board of directors of the Company (the "Board") appointed Shane Harrison as the Company's Executive Vice President and Chief Financial Officer, effective on or about September 25, 2025 (the "Effective Date"). On the Effective Date, Mr. Harrison will become the Company's principal financial officer and Michael D. Hays, the Company's Chairman, will cease serving as the Company's principal financial officer. In connection with Mr. Harrison's appointment as Executive Vice President and Chief Financial Officer, the Talent and Compensation Committee approved a compensation package for Mr. Harrison, including: an annualized base salary of $400,000; a cash signing bonus of $100,000, subject to return to the Company on a pro-rated basis in the event of Mr. Harrison's termination prior to the first anniversary of the Effective Date, other than Mr. Harrison's termination without cause or resignation with good reason; a grant of 172,000 restricted shares of the Company's common stock with the following terms: (i) subject to Mr. Harrison's continued employment, 25% of the shares will vest 90 days after the Effective Date, 25% of the shares will vest on the first anniversary of the Effective Date, 25% of the shares will vest on the second anniversary of the Effective Date, and 25% of the shares will vest on the third anniversary of the Effective Date, (ii) all unvested shares will fully vest upon a "double trigger" of a change in control and termination without cause or resignation with good reason within 90 days prior to or one year after the change in control, and (iii) Mr. Harrison will hold at least 75% of the net vested shares (less any shares sold or withheld to fund taxes on vesting) until the value of the shares held

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. EXHIBIT NUMBER EXHIBIT DESCRIPTION 99.1 National Research Corporation press release announcing the appointment of Shane Harrison as Chief Financial Officer. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). The information in Items 5.02 and 9.01 of this report and the exhibit hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the italicized paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NATIONAL RESEARCH CORPORATION (Registrant) Date: August 28, 2025 By: /s/ Trent S. Green Trent S. Green Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR