17 unchanged sentences
We have no other information to report pursuant to this item.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
24 unchanged sentences
in the Proxy Statement and is hereby incorporated by reference.
−Removed: The following table sets forth information with respect to compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2020.
+Added: The following table sets forth information with respect to compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2021. 
Plan Category Common Shares
+Added: Securities to be
the exercise of
3 unchanged sentences
plans (excluding
+Added: securities reflected
+Added: in the first column)
Equity compensation plans approved by security holders (1)
Equity compensation plans not approved by security holders
−Removed: Includes our 2006 Equity Incentive Plan, 2004 Director Plan, and the 2001 Equity Incentive Plan.
+Added: Includes our 2006 Equity Incentive Plan and 2004 Director Plan.
Under the 2006 Equity Incentive Plan, we had authority to award up to 325,181 additional shares of restricted Common Stock provided that the total of such shares awarded may not exceed the total number of shares remaining available for issuance under the 2006 Equity Incentive Plan, which totaled 806,537 shares of Common Stock as of December 31, 2021.
The Director Plan provides for granting options for 3,000,000 shares of Common Stock.
−Removed: Option awards through December 31, 2020 totaled 2,169,581 shares of Common Stock. No future awards are available under the 2001 Equity Incentive Plan due to its expiration. 
+Added: Option awards through December 31, 2021 totaled 2,196,833 shares of Common Stock. 
Certain Relationships and Related Transactions, and Director Independence
13 unchanged sentences
Exhibit Description
−Removed: Amended and Restated Articles of Incorporation of National Research Corporation, effective as of 5:01 pm, CT, on April 17, 2018 [Incorporated by reference to Exhibit 3.3 to National Research Corporation ’
−Removed: s Current Report on Form 8-K dated April 16, 2018 and filed on April 20, 2018 (File No.
−Removed: 001-35929)]  
−Removed: By-Laws of National Research Corporation, as amended to date [Incorporated by reference to Exhibit 3.1 to National Research Corporation ’
−Removed: s Current Report on Form 8-K dated May 14, 2020 and filed on May 15, 2020 (File No.
−Removed: Amended and Restated Articles of Incorporation of National Research Corporation, effective as of 5:01 pm, CT, on April 17, 2018 [Incorporated by reference to Exhibit 3.3 to National Research Corporation ’
−Removed: s Current Report on Form 8-K dated April 16, 2018 and filed on April 20, 2018 (File No.
−Removed: 001-35929)]  
−Removed: By-Laws of National Research Corporation, as amended to date [Incorporated by reference to Exhibit 3.1 to National Research Corporation ’
−Removed: s Current Report on Form 8-K dated May 14, 2020 and filed on May 15, 2020 (File No.
−Removed: Description of the Securities of the Registrant [Incorporated by reference to Exhibit 4.3 to National Research Corporation ’
−Removed: s Annual Report on Form 10-K for the year ended December 31, 2019 and filed on March 6, 2020 (File No.
−Removed: Amended and Restated Credit Agreement dated May 28, 2020, between National Research Corporation and First National Bank of Omaha [Incorporated by reference to Exhibit 10.1 to National Research Corporation ’
−Removed: s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and filed on August 7, 2020 (File No.
−Removed: National Research Corporation 2004 Non-Employee Director Stock Plan, as amended [Incorporated by reference to Appendix A to National Research Corporation ’
−Removed: s Proxy Statement for the 2018 Annual Meeting of Shareholders filed on April 27, 2018 (File No.
−Removed: Form of Nonqualified Stock Option Agreement (for new associates) used in connection with the National Research Corporation 2001 Equity Incentive Plan [Incorporated by reference to Exhibit 4.4 to National Research Corporation ’
−Removed: s Registration Statement on Form S-8 (Registration No.
−Removed: 333-120530) filed on November 16, 2004]
−Removed: Form of Nonqualified Stock Option Agreement (for officers) used in connection with the National Research Corporation 2001 Equity Incentive Plan [Incorporated by reference to Exhibit 4.5 to National Research Corporation ’
−Removed: s Registration Statement on Form S-8 (Registration No.
−Removed: 333-120530) filed on November 16, 2004]
−Removed: Form of Restricted Stock Agreement for executive officers used in connection with the National Research Corporation 2001 Equity Incentive Plan [Incorporated by reference to Exhibit 10.2 to National Research Corporation ’
−Removed: s Current Report on Form 8-K dated March 19, 2005 and filed on March 23, 2005 (File No.
+Added: Certificate of Incorporation of National Research Corporation, effective June 30, 2021 [Incorporated by reference to Exhibit 3.3 to National Research Corporation’s Current Report on Form 8-K dated June 29, 2021, and filed on July 2, 2021 (File No.
+Added: Bylaws of National Research Corporation, as amended to date [Incorporated by reference to Exhibit 3.4 to National Research Corporation’s Current Report on Form 8-K dated June 29, 2021 and filed on July 2, 2021 (File No.
+Added: Certificate of Incorporation of National Research Corporation, effective June 30, 2021 [Incorporated by reference to Exhibit 3.3 to National Research Corporation’s Current Report on Form 8-K dated June 29, 2021, and filed on July 2, 2021 (File No.
+Added: Bylaws of National Research Corporation, as amended to date [Incorporated by reference to Exhibit 3.4 to National Research Corporation’s Current Report on Form 8-K dated June 29, 2021 and filed on July 2, 2021 (File No.
+Added: Description of the Securities of the Registrant.
+Added: Amended and Restated Credit Agreement dated May 28, 2020, between National Research Corporation and First National Bank of Omaha [Incorporated by reference to Exhibit 10.1 to National Research Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and filed on August 7, 2020 (File No.
+Added: National Research Corporation 2004 Non-Employee Director Stock Plan, as amended [Incorporated by reference to Appendix A to National Research Corporation’s Proxy Statement for the 2018 Annual Meeting of Shareholders filed on April 27, 2018 (File No.
+Added: Form of Nonqualified Stock Option Agreement used in connection with the National Research Corporation 2006 Equity Incentive Plan [Incorporated by reference to Exhibit 10.14 to National Research Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006 and filed on April 2, 2007 (File No.
+Added: Form of Restricted Stock Agreement used in connection with the National Research Corporation 2006 Equity Incentive Plan [Incorporated by reference to Exhibit 10.15 to National Research Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006 and filed on April 2, 2007 (File No.
+Added: National Research Corporation 2006 Equity Incentive Plan, [Incorporated by reference to Appendix A to National Research Corporation’s Proxy Statement for the 2006 Annual Meeting of Shareholders filed on April 3, 2006 (File No.
Exhibit Description
−Removed: Form of Restricted Stock Agreement (one year vesting) used in connection with the National Research Corporation 2001 Equity Incentive Plan [Incorporated by reference to Exhibit 4.6 to National Research Corporation ’
−Removed: s Registration Statement on Form S-8 (Registration No.
−Removed: 333-120530) filed on November 16, 2004]
−Removed: Form of Restricted Stock Agreement (five year vesting) used in connection with the National Research Corporation 2001 Equity Incentive Plan [Incorporated by reference to Exhibit 4.7 to National Research Corporation ’
−Removed: s Registration Statement on Form S-8 (Registration No.
−Removed: 333-120530) filed on November 16, 2004]
−Removed: Form of Nonqualified Stock Option Agreement used in connection with the National Research Corporation 2006 Equity Incentive Plan [Incorporated by reference to Exhibit (10.14) to National Research Corporation ’
−Removed: s Annual Report on Form 10-K for the year ended December 31, 2006 and filed on April 2, 2007 (File No.
−Removed: Form of Restricted Stock Agreement used in connection with the National Research Corporation 2006 Equity Incentive Plan  
−Removed: [Incorporated by reference to Exhibit (10.15) to National Research Corporation ’
−Removed: s Annual Report on Form 10-K for the year ended December 31, 2006 and filed on April 2, 2007 (File No.
−Removed: National Research Corporation 2001 Equity Incentive Plan [Incorporated by reference to Appendix A to National Research Corporation ’
−Removed: s Proxy Statement for the 2002 Annual Meeting of Shareholders filed on April 3, 2002 (File No.
−Removed: National Research Corporation 2006 Equity Incentive Plan, [Incorporated by reference to Appendix A to National Research Corporation ’
−Removed: s Proxy Statement for the 2006 Annual Meeting of Shareholders filed on April 3, 2006 (File No.
−Removed: Form of Grant used in connection with the National Research Corporation 2004 Non-Employee Director Stock Plan, as amended [Incorporated by reference to Exhibit 10.2 to National Research Corporation ’
−Removed: s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and filed on August 7, 2020 (File No.
+Added: Form of Grant used in connection with the National Research Corporation 2004 Non-Employee Director Stock Plan, as amended [Incorporated by reference to Exhibit 10.1 to National Research Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and filed on November 5, 2021 (File No.
Subsidiary of National Research Corporation
Consent of Independent Registered Public Accounting Firm
−Removed: Certification of the Chief Executive Officer pursuant to Section  
−Removed: 302 of the Sarbanes-Oxley Act of 2002
−Removed: Certification of the Chief Financial Officer pursuant to Section  
−Removed: 302 of the Sarbanes-Oxley Act of 2002
+Added: Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
6 unchanged sentences
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Report of Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm  (KPMG LLP, PCAOB ID:
Consolidated Balance Sheets as of December 31, 2021 and 2020
1 unchanged sentence
Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2021
−Removed: Consolidated Statements of Shareholders ’
−Removed:  Equity for the Three Years Ended December 31, 2020
+Added: Consolidated Statements of Shareholders’ Equity for the Three Years Ended December 31, 2021
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2021
17 unchanged sentences
March 4, 2022
+Added:  March 4, 2022
+Added: /s/ Stephen H.
March 4, 2022
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.