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Item 9A. Controls and Procedures

2022-03-11 compared with 2021-03-18 · 42 added, 28 removed, 149 unchanged (32% 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, 2021 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, 2020 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 fourth quarter ended December 31, 2021 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

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Based on this assessment, management believes the Company maintained effective internal control over financial reporting as of December 31, 2021.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in its annual report.

The Board of Directors, acting through its Audit Committee, is responsible for the oversight of the Company's accounting policies, financial reporting and internal control.

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The independent registered public accounting firm and the internal auditors have full and unlimited access to the Audit Committee, with or without management, to discuss the adequacy of internal control over financial reporting, and any other matter which they believe should be brought to the attention of the Audit Committee.

The Company's independent registered public accounting firm has also issued an attestation report on the effectiveness of internal control over financial reporting.

Other Information

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 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,”

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive 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 2022 Annual Meeting of Stockholders to be held on May 10, 2022 (“Proxy Statement”) under the headings “Proposal 1 - Election of three Class 2 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”.

22 unchanged sentences

in the Company’s Proxy Statement.

Principal Accounting Fees and Services

Principal Accountant 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.

Exhibits, Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) (1) Financial Statements

1 unchanged sentence

are included in Item 8:

Reports of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm ( Yount, Hyde & Barbour, P.C.

, Winchester, VA , U.S.

PCAOB Auditor Firm I.D.:

Consolidated Balance Sheets –

17 unchanged sentences

Amended Bylaws of National Bankshares, Inc.

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

(incorporated herein by reference to Exhibit 3.2 of the Form 8-K filed on April 14, 2021)

Specimen copy of certificate for National Bankshares, Inc.

(incorporated herein by reference to Exhibit 4(a) of the Annual Report on Form 10-K for fiscal year ended December 31, 1993)

Description of National Bankshares, Inc.’s Securities

Filed herewith

Employee Lease Agreement dated August 14, 2002, between National Bankshares, Inc.

5 unchanged sentences

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

First Amendment, dated December 19, 2007, to The National Bank of Blacksburg Salary Continuation Agreement for F.

(incorporated herein by reference to Exhibit 10 of the Form 8-K filed on December 19, 2007)

Second Amendment, dated June 12, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for F.

(incorporated herein by reference to Exhibit 10 of the Form 8-K filed on June 12, 2008)

Third Amendment, dated December 17, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for F.

(incorporated herein by reference to Exhibit 10(iii) of the Annual Report on Form 10-K for fiscal year ended December 31, 2008)

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 Bank of Blacksburg and David K.

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

First Amendment, dated December 19, 2007, to The National Bank of Blacksburg Salary Continuation Agreement for F.

(incorporated herein by reference to Exhibit 10 of the Form 8-K filed on December 19, 2007)

First Amendment, dated December 19, 2007, to The National Bank of Blacksburg Salary Continuation Agreement for David K.

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

Second Amendment, dated June 12, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for F.

(incorporated herein by reference to Exhibit 10 of the Form 8-K filed on June 12, 2008)

Second Amendment, dated December 17, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for David K.

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

Third Amendment, dated December 17, 2008, to The National Bank of Blacksburg Salary Continuation Agreement for F.

(incorporated herein by reference to Exhibit 10(iii) of the Annual Report on Form 10-K for fiscal year ended December 31, 2008)

Third Amendment, dated January 20, 2012, to The National Bank of Blacksburg Salary Continuation Agreement for David K.

(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.

(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.

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

Fourth Amendment, dated August 16, 2021, to National Bankshares, Inc.

Salary Continuation Agreement for David K.

(incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on August 20, 2021)

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

9 unchanged sentences

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

Fourth Amendment, dated August 16, 2021, to National Bankshares, Inc.

Salary Continuation Agreement for Lara E.

(incorporated herein by reference to Exhibit 10.3 of the Form 8-K filed on August 20, 2021)

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)

First Amendment, dated August 16, 2021, to National Bankshares, Inc.

Salary Continuation Agreement for Paul A.

(incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on August 20, 2021)

Subsidiaries of the Registrant

Filed herewith

Section 906 Certification of Chief Executive Officer

Section 302 Certification of Chief Executive Officer

Filed herewith

Section 906 Certification of Chief Financial Officer

Section 302 Certification of Chief Financial Officer

Filed herewith

4 unchanged sentences

The following materials from National Bankshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021, 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.

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

Filed herewith

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/s/ LAWRENCE J.

BALL                   

March 11, 2022

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March 11, 2022

Norman V.

Fitzwater, III

/s/ CHARLES E.

GREEN, III          

March 11, 2022

1 unchanged sentence

March 11, 2022

MILLER         

March 11, 2022

/s/ WILLIAM A.

PEERY                  

March 11, 2022

( Continued )

(c ontinued )

March 11, 2022

4 unchanged sentences

March 11, 2022

LEWIS WEBB, JR.

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