National Bankshares (NKSH) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 12, 2026, to elect three directors, approve executive compensation, and ratify the independent auditor for 2026.

• Shareholders of record as of March 11, 2026, are eligible to vote; proxy materials distributed starting March 31, 2026.

• Voting can be done by mail, telephone, Internet, or in person; Board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class 3 Directors for three-year terms expiring in 2029.

• Proposal 2: Advisory (non-binding) vote to approve named executive officer compensation.

• Proposal 3: Ratification of Yount, Hyde & Barbour, P.C. as independent auditor for 2026.

• No other business is expected; procedures for shareholder proposals for 2027 are outlined.

Board of directors and corporate governance

• Board consists of 13 directors divided into three classes; majority are independent.

• Board committees include Executive, Audit, Compensation, Nominating, and Risk & Governance, all with independent members.

• Board leadership includes a Chairman and a Vice Chairman/Lead Director for independent oversight.

• Directors receive annual retainers, meeting fees, and equity awards; retainer increases to $32,000 in June 2026.

• Board tenure policy restricts re-nomination after age 75; focus on diversity and succession planning.