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Item 9A. Controls and Procedures

2024-02-27 compared with 2023-03-03 · 37 added, 55 removed, 84 unchanged (52% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022.

Based upon their evaluation of these disclosure controls and procedures, the Chief Executive Officer and the Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2023.

Management ’

s Report on Internal Control over Financial Reporting

Management ’ s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act).

3 unchanged sentences

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

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

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 – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on such evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

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.

The effectiveness of our internal control over financial reporting as of December 31, 2023, 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.

14 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.

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, 2023, in connection with the solicitation of proxies for the Company’s 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”), and is incorporated herein by reference.

Executive Compensation

The information required by this Item will be included in our definitive 2024 Proxy Statement, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related  

Shareholder Matters

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. 

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

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, 2023.

Plan Category Common Shares

11 unchanged sentences

Under the 2006 Equity Incentive Plan, we had authority to award up to 331,821 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 720,088, shares of common stock as of December 31, 2023.

The Director Plan provides for granting options for 3,000,000 shares of Common Stock.

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

The Director Plan provides for granting options for 3,000,000 shares of common stock.

Option awards through December 31, 2023 totaled 2,329,068 shares of common stock.

The remaining information required by this Item will be included in our definitive 2024 Proxy Statement and is incorporated herein by reference.

11 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.

 [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.

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.

[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.

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.

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.

Second Amendment to Amended and Restated Credit Agreement between National Research Corporation and First National Bank of Omaha dated June 16, 2023 [Incorporated by reference to Exhibit 10.1 to National Research Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and filed on August 4, 2023 (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.

Exhibit Description

s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 and filed on November 5, 2021 (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.

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

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

Clawback Policy

Financial statements from the Annual Report on Form 10-K of National Research Corporation for the year ended December 31, 2023, formatted in Inline eXtensible Business Reporting Language (iXBRL):

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, (vi) the Notes to the Consolidated Financial Statements, and (vii) document and entity information.

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, (vi) the Notes to the Consolidated Financial Statements, and (vii) document and entity information.

Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101).

4 unchanged sentences

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm  (KPMG LLP, PCAOB ID:

Report of Independent Registered Public Accounting Firm (KPMG LLP, PCAOB ID:

Consolidated Balance Sheets as of December 31, 2023 and 2022

1 unchanged sentence

Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2023

Consolidated Statements of Shareholders ’

Equity for the Three Years Ended December 31, 2022

Consolidated Statements of Shareholders’ Equity for the Three Years Ended December 31, 2023

Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2023

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 3rd day of March 2023.

NATIONAL RESEARCH CORPORATION

/s/ Michael D.

/s/ Michael D.

Chief Executive Officer and President

2 unchanged sentences

Chief Executive Officer, President and Director

March 3, 2023

February 27, 2024

(Principal Executive Officer)

Senior Vice President Finance, Chief Financial

March 3, 2023

February 27, 2024

Officer, Treasurer and Secretary (Principal

1 unchanged sentence

/s/ Donald M.

March 3, 2023

February 27, 2024

/s/ Stephen H.

March 3, 2023

February 27, 2024

/s/ Parul Bhandari

March 3, 2023

February 27, 2024

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