National HealthCare (NHC) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 8, 2025, with voting on director re-elections and executive compensation, and other business as may arise.

• Shareholders can vote by phone, internet, or mail, and may revoke or change their vote at any time before the meeting.

• As of March 14, 2025, there were 15,461,829 shares of common stock outstanding, with major institutional holders including BlackRock, Vanguard, and National Health Corporation.

Voting matters and shareholder proposals

• Proposal I: Re-election of Stephen F. Flatt, Richard F. LaRoche, and Sandra Y. Trail as directors for three-year terms.

• Proposal II: Advisory vote on compensation of named executive officers (say-on-pay).

• Shareholder proposals for the 2026 meeting must be received by November 28, 2025, and nominations must comply with advance notice provisions.

Board of directors and corporate governance

• The board consists of seven members, with a majority being independent; the CEO and Chairman roles are separated.

• Board committees (Audit, Compensation, Nominating) are composed solely of independent directors and have distinct charters.

• The board regularly reviews its leadership structure and succession planning.

• Board diversity is considered in nominations, including race, gender, ethnicity, and age.