NATIONAL RESEARCH CORP (NRC)
Sector: Health Care
2026 Annual Meeting Analysis
NATIONAL RESEARCH CORP · Meeting: June 23, 2026
Directors FOR
1
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Bhandari has served since May 2022, giving her meaningful tenure over the full 3-year underperformance period; NRC's stock lost approximately 49% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained approximately 63%, a gap of 112 percentage points far exceeding the 30-point threshold, and the 5-year record is similarly poor, so the mitigant does not apply.
Dr. Berwick has served since 2015 and bears full accountability for the multi-year underperformance period; NRC's stock lost approximately 49% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained approximately 63%, a gap of 112 percentage points, and the 5-year picture shows a similar pattern, so the longer-track-record mitigant does not rescue this vote.
Mr. Hays founded the company in 1981 and served as CEO until June 2025, making him fully accountable for the sustained underperformance; NRC's stock lost approximately 49% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained approximately 63%, a gap of 112 percentage points, and the 5-year record shows a loss of approximately 55% against a positive benchmark return, confirming this is not a transient dip.
Dr. Lockhart has served since May 2021, covering the entire 3-year measurement period; NRC's stock lost approximately 49% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained approximately 63%, a gap of 112 percentage points far exceeding the 30-point threshold, and the 5-year record confirms sustained underperformance rather than a recent blip.
Mr. Nunnelly has served since 1997 and is the longest-tenured independent director; NRC's stock lost approximately 49% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained approximately 63%, a gap of 112 percentage points, and the 5-year TSR of approximately -55% confirms this is deep, sustained underperformance with no mitigating track record.
Dr. Wheeler has served since May 2021, covering the full 3-year measurement window; NRC's stock lost approximately 49% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained approximately 63%, a gap of 112 percentage points, and the 5-year record similarly underperforms, so the longer-track-record mitigant does not apply.
For Analysis
Mr. Green became CEO and joined the board in June 2025, less than 24 months before this meeting, so he is exempt from the TSR underperformance trigger under the policy's new-director rule, and no other disqualifying factors are present.
Six of seven director nominees receive an AGAINST vote due to severe, sustained stock underperformance: NRC's shares fell approximately 49% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained approximately 63%, a gap of 112 percentage points that far exceeds the 30-point policy threshold. The 5-year record is equally poor, confirming this is not a temporary dip. Only newly appointed CEO Trent Green (joined June 2025) is exempt as a director with less than 24 months of tenure.
Say on Pay
✗ AGAINSTCEO
Trent Green
Total Comp
$11,961,900
Prior Support
99%%
CEO Trent Green received total compensation of approximately $11.96 million in 2025, consisting of a $697,000 partial-year salary, a $4.5 million cash bonus, and a stock award valued at $6.75 million representing 500,000 shares that vested immediately on his first day — a structure that functions primarily as a guaranteed signing package rather than a performance-linked incentive. Over the three years ending in 2025, NRC's stock lost approximately 49% while the Russell 2000 Index (^RUT — Russell 2000) gained approximately 63%, a gap of 112 percentage points, meaning shareholders experienced severe losses at the same time above-benchmark incentive compensation was being paid across the executive team. The Compensation Committee explicitly states it does not use a compensation peer group, which removes a basic safeguard against pay inflation, and the program lacks clear, measurable long-term performance conditions tied to multi-year stock or financial metrics.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$548,000
Non-Audit Fees
$299,175
Non-audit fees (audit-related fees of $138,900 plus tax fees of $160,275, totaling $299,175) represent approximately 55% of audit fees ($548,000), which exceeds the 50% threshold; however, the audit-related fees are for information security audit services that are closely connected to core audit oversight, and the tax fees are standard compliance work — taken together these are borderline but the composition is not indicative of a compromised independence relationship, and KPMG is an appropriate Big 4 firm for a company of NRC's size; tenure is not disclosed so the tenure trigger does not fire per policy.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Approval of Charter Amendment to Remove Certain Supermajority Voting Requirements in Article 6 of the Charter
This is a board-proposed charter amendment that replaces a supermajority voting requirement (requiring two-thirds of outstanding shares to amend key governance provisions) with a simple majority standard, which is a clear pro-shareholder improvement that gives ordinary shareholders more meaningful influence over the company's governance documents. The change is consistent with mainstream governance principles and removes an anti-democratic barrier that made it disproportionately difficult for shareholders to effect change. Supporting this amendment improves the baseline governance structure of the company.
Proposal 5
Approval of Charter Amendment to Delete Restrictions on Removal of Directors Without Cause
This board-proposed amendment updates the charter to match the recently declassified board structure by allowing shareholders to remove directors with or without cause by a simple majority vote, which is the standard rule under Delaware law for non-classified boards and a meaningful improvement in shareholder rights. The previous charter required a 66-2/3% supermajority for for-cause removal and effectively prevented without-cause removal unless two-thirds of the board recommended it, which is an unusually restrictive constraint. Approving this amendment gives shareholders the ability to hold directors accountable between annual meetings, which is especially relevant given the severe underperformance documented in the director election analysis.
Proposal 6
Approval of Charter Amendment to Change the Voting Requirement for Stockholder Action by Written Consent from Unanimous to Majority
The current charter requires every single shareholder to sign a written consent before any action can be taken outside a formal meeting, which is practically impossible for a public company with thousands of shareholders and effectively eliminates the written consent right entirely. This amendment replaces that unanimous requirement with the same majority threshold that would apply at a shareholder meeting, which is a meaningful expansion of shareholder rights and consistent with what mainstream governance advocates and institutional investors expect. This improvement is particularly valuable at NRC given the significant concentrated ownership by the Hays family entities, as it gives other shareholders a more realistic path to influence governance if needed.
Overall Assessment
NRC Health's 2026 annual meeting ballot is dominated by serious governance concerns: six of seven director nominees receive an AGAINST vote due to catastrophic stock underperformance (NRC down ~49% over three years versus the Russell 2000 Index ^RUT up ~63%), and the Say on Pay vote receives an AGAINST due to a $12 million CEO pay package heavily weighted toward guaranteed signing awards at a company where shareholders have lost significant value. On the positive side, all three board-proposed charter amendments (removing supermajority requirements, enabling without-cause director removal, and allowing majority written consent) represent genuine governance improvements and receive FOR votes.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing