National HealthCare (NHC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on May 7, 2026, with shareholders voting on director re-elections and executive compensation.

• Shareholders can vote by phone, online, or mail, and may revoke proxies at any time before the meeting.

• As of March 13, 2026, there were 15,599,046 shares of Common Stock outstanding, with major institutional holders including BlackRock, Vanguard, and Morgan Stanley.

Voting matters and shareholder proposals

• Proposal I: Re-election of Emil E. Hassan, Lisa Piercey, M.D., and William A. Adams as directors for three-year terms.

• Proposal II: Advisory vote on compensation of Named Executive Officers (say-on-pay).

• Shareholders may submit proposals for the 2027 meeting by December 3, 2026, and nominate directors with advance notice.

Board of directors and corporate governance

• The Board consists of nine members, with recent additions and retirements noted.

• All directors except the CEO are independent; the Chairman and CEO roles are separated.

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

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