What changed in this filing

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Item 9A. Controls and Procedures

2021-03-18 compared with 2020-03-11 · 70 added, 43 removed, 107 unchanged (51% of the section changed)

3 unchanged sentences

Based on that evaluation, the Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective as of December 31, 2020 to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by the Company's management, including the Company's principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

There were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Because of the inherent limitations in all control systems, the Company believes that no system of controls, no matter how well designed and operated, can provide absolute assurance that all control issues have been detected.

2 unchanged sentences

To the Stockholders of National Bankshares, Inc.:

Management is responsible for the preparation and fair presentation of the financial statements included in this annual report.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management's judgments and estimates concerning effects of events and transactions that are accounted for or disclosed.

Management is responsible for the preparation and fair presentation of the consolidated financial statements included in this annual report.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management's judgments and estimates concerning effects of events and transactions that are accounted for or disclosed.

Management is also responsible for establishing and maintaining adequate internal control over financial reporting.

1 unchanged sentence

Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control.

Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation.

Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to consolidated financial statement preparation.

Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

4 unchanged sentences

The Audit Committee of the Board of Directors is comprised entirely of outside directors who are independent of management.

The Audit Committee is responsible for the appointment and compensation of the independent registered public accounting firm and approves decisions regarding the appointment or removal of the Company's internal auditors.

It meets periodically with management, the independent registered public accounting firm and the internal auditors to ensure that they are carrying out their responsibilities.

4 unchanged sentences

Directors , Exec utive Officers and Corporate Governance

The information required by Item 10 with respect to the directors of the Company and the Company’s audit committee and the audit committee financial expert is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2020 Annual Meeting of Stockholders to be held on May 12, 2020 (“Proxy Statement”) under the headings “Proposal 1 - Election of Four Class 3 Directors,” “Directors Continuing in Office” and “Corporate Governance Matters”.

Information about the Company’s executive officers required by this item is included in Part I, Item I of this Form 10-K under the heading “Executive Officers of the Company”.

Based on the written representations of the Company’s directors and executive officers, during the year ended December 31, 2019, all directors and executive officers complied with all applicable filing requirements under Section 16(a) of the Exchange Act.

The information required by Item 10 with respect to the directors of the Company and the Company’s audit committee and the audit committee financial expert is incorporated herein by reference to the Company’s definitive Proxy Statement for the 2021 Annual Meeting of Stockholders to be held on May 11, 2021 (“Proxy Statement”) under the headings “Proposal 1 - Election of Four Class 1 Directors,”

“Directors Continuing in Office”

and “Corporate Governance Matters”. 

Information about the Company’s executive officers required by this item is included in Part I, Item I of this Form 10-K under the heading “Executive Officers of the Company”.

The information required by Item 10 with respect to applicable filing requirements under Section 16(a) of the Exchange Act is incorporated herein by reference to the information that appears under the heading “Stock Ownership of Directors and Executive Officers –

Delinquent Section 16(a) Reports”

in the Company’s Proxy Statement.

The Company and each of its subsidiaries have adopted codes of ethics for directors, officers and employees, specifically including the Chief Executive Officer and Chief Financial Officer of Bankshares.

These Codes of Ethics are available on the Company’s web site at www.nationalbankshares.com .

Executive Compensation

The information required by Item 11 is incorporated herein by reference to the information that appears under the headings “Compensation Discussion and Analysis,” “Executive Compensation,” “Corporate Governance Matters – Board Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report” in the Company’s Proxy Statement.

The information required by Item 11 is incorporated herein by reference to the information that appears under the headings “Compensation Discussion and Analysis,”

“Executive Compensation,”

“Corporate Governance Matters –

Board Compensation,”

“Compensation Committee Interlocks and Insider Participation,”

and “Compensation Committee Report”

in the Company’s Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is incorporated herein by reference to the information that appears under the headings “Stock Ownership of Certain Beneficial Owners” and “Stock Ownership of Directors and Executive Officers” in the Company’s Proxy Statement.

The information required by Item 12 is incorporated herein by reference to the information that appears under the headings “Stock Ownership of Certain Beneficial Owners”

and “Stock Ownership of Directors and Executive Officers”

in the Company’s Proxy Statement.

As of December 31, 2020, there were no equity awards outstanding, and the Company does not have any equity compensation plans in effect.

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated herein by reference to the information that appears under the headings “Corporate Governance Matters,” “Directors Independence and Certain Transactions with Officers and Directors” and “Directors Continuing in Office” in the Company’s Proxy Statement.

The information required by Item 13 is incorporated herein by reference to the information that appears under the headings “Corporate Governance Matters,”

“Directors Independence and Certain Transactions with Officers and Directors”

and “Directors Continuing in Office”

in the Company’s Proxy Statement.

Principal Accounting Fees and Services

The information required by Item 14 is incorporated herein by reference to the information that appears under the heading “Principal Accounting Fees and Services” in the Company’s Proxy Statement.

The information required by Item 14 is incorporated herein by reference to the information that appears under the heading “Principal Accounting Fees and Services”

in the Company’s Proxy Statement.

Exhibits, Financial Statement Schedules

3 unchanged sentences

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets – As of December 31, 2019 and 2018

Consolidated Statements of Income – Years ended December 31, 2019, 2018 and 2017

Consolidated Statements of Comprehensive Income – Years ended December 31, 2019, 2018 and 2017

Consolidated Statements of Changes in Stockholders’ Equity – Years ended December 31, 2019, 2018 and 2017

Consolidated Statements of Cash Flows – Years ended December 31, 2019, 2018 and 2017

Consolidated Balance Sheets –

As of December 31, 2020 and 2019

Consolidated Statements of Income –

Years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Comprehensive Income –

Years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Changes in Stockholders’

Equity –

Years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Cash Flows –

Years ended December 31, 2020, 2019 and 2018

Notes to Consolidated Financial Statements

(a) (2) Financial Statement Schedules

Certain schedules to the consolidated financial statements have been omitted if they were not required by Article 9 of Regulation S-X or if, under the related instructions, they were inapplicable, or if the information is contained elsewhere in this Annual Report on Form

(a) (3) Exhibits

2 unchanged sentences

(incorporated herein by reference to Exhibit 3.1 of the Form 8-K filed on March 16, 2006)

Amended By-laws of National Bankshares, Inc.

(incorporated herein by reference to Exhibit 3(ii) of the Form 8-K filed on July 9, 2014)

Amended Bylaws of National Bankshares, Inc.

(incorporated herein by reference to Exhibit 3(ii) of the Form 8-K filed on March 24, 2020)

Specimen copy of certificate for National Bankshares, Inc.

7 unchanged sentences

(incorporated herein by reference to Exhibit 99 of the Form 8-K filed on February 8, 2006)

Salary Continuation Agreement dated February 8, 2006, between

The National Bank of Blacksburg and David K.

Salary Continuation Agreement dated February 8, 2006, between The National Bank of Blacksburg and David K.

(incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on January 25, 2012)

11 unchanged sentences

(incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on January 25, 2012)

Salary Continuation Agreement dated May 24, 2013 between

The National Bank of Blacksburg and Paul A.

Salary Continuation Agreement dated May 24, 2013 between The National Bank of Blacksburg and Paul A.

(incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 8, 2018)

Second Salary Continuation Agreement dated June 26, 2016 between

The National Bank of Blacksburg and F.

Second Salary Continuation Agreement dated June 26, 2016 between The National Bank of Blacksburg and F.

(incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on July 20, 2016)

Salary Continuation Agreement dated February 8, 2006 between

The National Bankshares, Inc.

Salary Continuation Agreement dated February 8, 2006 between The National Bankshares, Inc.

(incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on March 6, 2017)

18 unchanged sentences

Filed herewith

The following materials from National Bankshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in XBRL (Extensible Business Reporting Language), furnished herewith:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

The following materials from National Bankshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language), furnished herewith:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Shareholders’

Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

Filed herewith

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Filed herewith

*Indicates a management contract or compensatory plan or arrangement.

+Filed with this Annual Report on Form 10-K.

Form 10-K Summary

Not applicable.

1 unchanged sentence

NATIONAL BANKSHARES, INC.

President and Chief Executive Officer

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

2 unchanged sentences

/s/ LAWRENCE J.

03/ 11 /20 20

President and CEO, National Bankshares, Inc.

March 17, 2021

Chairman, President and CEO, National Bankshares, Inc.

(Principal Executive Officer)

03/ 11 /20 20

March 17, 2021

/s/ MICHAEL E.

03/ 11 /20 20

March 17, 2021

/s/ NORMAN V.

FITZWATER, III

March 17, 2021

Norman V.

Fitzwater, III

/s/ CHARLES E.

03/ 11 /20 20

March 17, 2021

/s/ MILDRED R.

03/ 11 /20 20

March 17, 2021

/s/ WILLIAM A.

03/ 11 /20 20

March 17, 2021

( Continued )

March 17, 2021

Treasurer and CFO, National Bankshares, Inc.

1 unchanged sentence

(Principal Accounting Officer)

03/ 11 /20 20

March 17, 2021

LEWIS WEBB, JR.

03/ 11 /20 20

March 17, 2021

Lewis Webb, Jr.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures