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Item 9A. Controls and Procedures

2024-03-19 compared with 2023-03-10 · 65 added, 53 removed, 143 unchanged (45% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

The Company's management evaluated, with the participation of the Company's principal executive officer and principal financial officer, the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report.

The Company's management evaluated, with the participation of the Company's principal executive officer and principal financial officer, the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report.

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, 2023 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 fourth quarter ended December 31, 2022 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, 2023 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, 2023.

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.

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

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.

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.

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Other Information

(b) During the quarter ended December 31, 2023, no director or Section 16 officer of the Company adopted or terminated any Rule 10b5 - 1 trading arrangements or non-Rule 10b5 - 1 trading arrangements.

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 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”.

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 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 2024 Annual Meeting of Stockholders (“Proxy Statement”) under the headings “Proposals 1&2 - Election of Directors” and “Corporate Governance Matters”.

The Proxy Statement will be filed within 120 days after the end of the Company’s 2023 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”.

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 the Company.

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

Any amendments to, or waivers of, these Code of Ethics applicable to our directors, executive officers, principal accounting officer or controller or persons performing similar functions, and required to be disclosed, will be posted 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 “Executive Compensation,”

“Compensation of Our Named Executive Officers”

and “Corporate Governance Matters –

Board Compensation”

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 “Executive Compensation,” “Compensation of Our Named Executive Officers” and “Corporate Governance Matters – Board Compensation” 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.

As of December 31, 2022, there were no equity awards outstanding, and the Company does not have any equity compensation plans in effect.

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.

Equity Compensation Plan Table

The following table summarizes information, as of December 31, 2023, relating to the Company’s 2023 Stock Incentive Plan, pursuant to which awards may be granted from time to time in the form of stock options, restricted stock, and restricted stock units.

During 2023, the Company issued 4,095 restricted shares.

As of December 31, 2023, there were no equity awards outstanding.

Number of Shares

Upon Exercise

Of Outstanding

Options, Warrants

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants and Rights

Number of Shares

Remaining Available

for Future Issuance

Compensation Plan

Equity compensation plans approved by shareholders

Equity compensation plans not approved by shareholders

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 “Proposal 1:

Election of Directors”

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;

Certain Transactions with Officers and Directors” and “Proposals 1&2 - Election of Directors” in the Company’s Proxy Statement.

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

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.

Exhibit 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.

, Winchester, VA , U.S.

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

PCAOB Auditor Firm I.D.:

Consolidated Balance Sheets –

As of December 31, 2022 and 2021

Consolidated Statements of Income –

Years ended December 31, 2022 and 2021

Consolidated Statements of Comprehensive (Loss) Income –

Years ended December 31, 2022 and 2021

Consolidated Statements of Changes in Stockholders’

Equity –

Years ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows –

Years ended December 31, 2022 and 2021

Consolidated Balance Sheets – As of December 31, 2023 and 2022

Consolidated Statements of Income – Years ended December 31, 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) – Years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity – Years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows – Years ended December 31, 2023 and 2022

Notes to Consolidated Financial Statements

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A list of the exhibits filed or incorporated in this Form 10-K by reference is as follows:

Agreement and Plan of Merger, dated as of January 23, 2024, by and among National Bankshares, Inc., The National Bank of Blacksburg and Frontier Community Bank

(incorporated herein by reference to Exhibit 2.1 of the Form 8-K filed on January 24, 2024)

Amended and Restated Articles of Incorporation of National Bankshares, Inc.

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(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

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(incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on March 11, 2015)

Executive Employment Agreement, dated October 11, 2023, by and between National Bankshares Inc.

(incorporated herein by reference to Exhibit 10.1 of the Form 8-K filed on October 11, 2023)

Executive Employment Agreement, dated October 11, 2023, by and between National Bankshares Inc.

(incorporated herein by reference to Exhibit 10.2 of the Form 8-K filed on October 11, 2023)

Executive Employment Agreement, dated October 11, 2023, by and between National Bankshares Inc.

and The National Bank of Blacksburg, and Bobby D.

(incorporated herein by reference to Exhibit 10.3 of the Form 8-K filed on October 11, 2023)

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

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

National Bankshares, Inc.

2023 Stock Incentive Plan

(incorporated by reference to Appendix A of the Proxy Statement for the Annual Meeting of Shareholders held on May 9, 2023, filed on March 24, 2023)

Subsidiaries of the Registrant

Filed herewith

Consent of Yount, Hyde & Barbour, P.C.

Filed herewith

Section 302 Certification of Chief Executive Officer

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Filed herewith

The following materials from National Bankshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, 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 Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

National Bankshares, Inc.

Clawback Policy

Filed herewith

The following materials from National Bankshares, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language), furnished herewith:

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

Filed herewith

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

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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 

NATIONAL BANKSHARES, INC.

Chairman, President and Chief Executive Officer

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/s/ LAWRENCE J.

BALL                   

March 19, 2024

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/s/ CHARLES E.

GREEN, III          

March 19, 2024

1 unchanged sentence

March 19, 2024

JONES         

March 19, 2024

2 unchanged sentences

(Principal Accounting Officer)

MILLER                  

March 19, 2024

3 unchanged sentences

March 19, 2024

Corporate Secretary

March 19, 2024

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