National Research (NRC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2025, to be held virtually, with record date set as March 20, 2025.

• Key proposals include election of two directors, ratification of KPMG LLP as auditor, advisory vote on executive compensation, and approval of the 2025 Omnibus Incentive Plan.

• Shareholders can vote online, by phone, or by mail until May 6, 2025.

Voting matters and shareholder proposals

• Election of two directors for terms expiring in 2028.

• Ratification of KPMG LLP as independent registered public accounting firm for 2025.

• Advisory vote on executive compensation (say-on-pay).

• Approval of the 2025 Omnibus Incentive Plan to replace prior equity plans.

• Shareholder proposals for 2026 must be received by December 11, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of six directors, with five deemed independent under NASDAQ standards.

• New CEO, Trent Green, appointed effective June 1, 2025; outgoing CEO transitions to Chairman.

• Board committees: Audit, Compensation and Talent, Nominating, and Strategic Planning.

• Lead director role maintained for independent oversight.

• Majority vote policy for director elections and proxy access for shareholders with 3%+ ownership for three years.