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Item 9A. Controls and Procedures

2023-03-03 compared with 2022-03-04 · 49 added, 38 removed, 90 unchanged (49% of the section changed)

9 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies of procedures may deteriorate.

Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving its control objectives.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting using the framework in Internal Control –

2 unchanged sentences

The effectiveness of our internal control over financial reporting as of December 31, 2022, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, a copy of which is included in this Annual Report on Form 10-K.

We have confidence in our internal controls and procedures.

Nevertheless, our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure procedures and controls or our internal controls will prevent all errors or intentional fraud.

An internal control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of such internal controls are met.

Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

As a result of the inherent limitations in all internal control systems, no evaluation of controls can provide absolute assurance that all our control issues and instances of fraud, if any, have been detected.

Changes in Internal Control over Financial Reporting

5 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by this Item with respect to directors, executive officers and Section 16 compliance is included under the captions “Election of Directors,”

“Corporate Governance –

Committees”, “Information About Our Executive Officers”

and “Delinquent Section 16(a) Reports,”

respectively, in our definitive Proxy Statement for our 2022 Annual Meeting of Shareholders (“Proxy Statement”) and is hereby incorporated herein by reference.

The information required by this Item with respect to audit committees and audit committee financial experts is included under the caption “Corporate Governance”

in the Proxy Statement and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics that applies to all of our associates, including our Chief Executive Officer and Chief Financial Officer and other persons performing similar functions.

2 unchanged sentences

We are not including the information contained on our website as part of, or incorporating it by reference into, this report.

The remaining information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December 31, 2022, in connection with the solicitation of proxies for the Company’s 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”), and is incorporated herein by reference.

Executive Compensation

The information required by this Item is included under the captions “Compensation Discussion and Analysis,”

“2021 Summary Compensation Table,”

“Grants of Plan-Based Awards in 2021,”

“Outstanding Equity Awards at December 31, 2021,”

“2021 Director Compensation,”

“Compensation Committee Report,”

“Corporate Governance-Transactions with Related Persons,”

“Compensation Committee Interlocks and Insider Participation” and “CEO Pay Ratio”

in the Proxy Statement and is hereby incorporated herein by reference.

The information required by this Item will be included in our definitive 2023 Proxy Statement, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related  

Shareholder Matters

The information required by this Item with respect to security ownership of certain beneficial owners and management is included under the caption “Principal Shareholders”

in the Proxy Statement and is hereby incorporated by reference.

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, 2022. 

14 unchanged sentences

Option awards through December 31, 2022 totaled 2,292,138 shares of Common Stock. 

The remaining information required by this Item will be included in our definitive 2023 Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is included under the caption “Corporate Governance”

in the Proxy Statement and is hereby incorporated by reference.

The information required by this Item will be included in our definitive 2023 Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

The information required by this Item is included under the caption “Miscellaneous —

Independent Registered Public Accounting Firm”

in the Proxy Statement and is hereby incorporated by reference.

The information required by this Item will be included in our definitive 2023 Proxy Statement, and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

6 unchanged sentences

Exhibit Description

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.

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.

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.

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.

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.

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.

Description of the Securities of the Registrant.

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.

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.

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.

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.

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.

 [Incorporated by reference to Exhibit 4.3 to National Research Corporation ’s Annual Report on Form 10-K for the year ended December 31, 2021 and filed on March 4, 2022 (File No.

s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and filed on August 7, 2020 (File No.

First Amendment to Amended and Restated Credit Agreement between National Research Corporation and First National Bank of Omaha dated September 30, 2022  [Incorporated by reference to Exhibit 10.1 to National Research Corporation ’

s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 and filed on November 4, 2022 (File No.

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.

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.

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.

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

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.

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

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer pursuant to Section  

302 of the Sarbanes-Oxley Act of 2002

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

4 unchanged sentences

Filed herewith.

Furnished herewith.

Form 10-K Summary

4 unchanged sentences

Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2022

Consolidated Statements of Shareholders’ Equity for the Three Years Ended December 31, 2021

Consolidated Statements of Shareholders ’

Equity for the Three Years Ended December 31, 2022

Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2022

1 unchanged sentence

All other financial statement schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements and notes thereto.

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, on this 4th day of March 2022.

NATIONAL RESEARCH CORPORATION

13 unchanged sentences

March 3, 2023

 March 4, 2022

March 3, 2023

/s/ Stephen H.

March 3, 2023

/s/ Parul Bhandari

March 3, 2023

Parul Bhandari

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