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Item 9A. Controls and Procedures

2023-03-10 compared with 2022-03-11 · 42 added, 37 removed, 154 unchanged (34% of the section changed)

29 unchanged sentences

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”.

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 2023 Annual Meeting of Stockholders (“Proxy Statement”) under the headings “Proposal 1 - Election of Directors”

and “Corporate Governance Matters”. 

The Proxy Statement will be filed within 120 days after the end of the Company’s 2022 fiscal year.

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”.

2 unchanged sentences

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 –

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

“Compensation of Our Named Executive Officers”

and “Corporate Governance Matters –

Board Compensation”

“Compensation Committee Interlocks and Insider Participation,”

and “Compensation Committee Report”

in the Company’s Proxy Statement.

7 unchanged sentences

“Directors Independence and Certain Transactions with Officers and Directors”

and “Directors Continuing in Office”

and “Proposal 1:

Election of Directors”

in the Company’s Proxy Statement.

Principal Accountant 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 and 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 ( Yount, Hyde & Barbour, P.C.

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

, Winchester, VA , U.S.

4 unchanged sentences

Years ended December 31, 2022 and 2021

Consolidated Statements of Comprehensive Income –

Consolidated Statements of Comprehensive (Loss) Income –

Years ended December 31, 2022 and 2021

11 unchanged sentences

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

Amended Bylaws of National Bankshares, Inc.

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

Amended and Restated Bylaws of National Bankshares, Inc.

(incorporated herein by reference to Exhibit 3.2 of the Form 8-K filed on January 11, 2023)

Specimen copy of certificate for National Bankshares, Inc.

10 unchanged sentences

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)

(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)

(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(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)

7 unchanged sentences

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.

(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.

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

10 unchanged sentences

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)

(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)

(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 302 Certification of Chief Executive Officer

Section 302 Certification of Chief Executive Officer

Filed herewith

Section 302 Certification of Chief Financial Officer

Section 302 Certification of Chief Financial Officer

Filed herewith

13 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NATIONAL BANKSHARES, INC.

By: /s/ F.

BRAD DENARDO 

Chairman, President and Chief Executive Officer

20 unchanged sentences

March 10, 2023

MILLER         

JONES         

March 10, 2023

/s/ WILLIAM A.

PEERY                  

Treasurer and CFO, National Bankshares, Inc.

(Principal Financial Officer)

(Principal Accounting Officer)

MILLER                  

March 10, 2023

(c ontinued )

/s/ WILLIAM A.

March 10, 2023

Treasurer and CFO, National Bankshares, Inc.

(Principal Financial Officer)

(Principal Accounting Officer)

March 10, 2023

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