NRC Health (NRC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 23, 2026, with virtual participation and voting options available online, by phone, or by mail.

• Seven directors are up for election for one-year terms following the recent declassification of the Board.

• Proposals include ratification of KPMG LLP as auditor, advisory vote on executive compensation, and three amendments to the certificate of incorporation.

• Significant leadership changes occurred in 2025, including a new CEO and CFO, with compensation aligned to new strategic objectives.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2027 annual meeting.

• Ratification of KPMG LLP as independent registered public accounting firm for 2026.

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

• Amendments to the certificate of incorporation: (1) remove supermajority voting requirements, (2) allow removal of directors without cause, (3) change written consent voting from unanimous to majority.

Board of directors and corporate governance

• Board declassified in April 2026; all directors now elected annually.

• Five of seven directors are independent; diversity includes women and ethnic minorities.

• Lead director role established; Board committees include Audit, Compensation and Talent, Nominating, and Strategic Planning.

• Proxy access allows eligible shareholders to nominate directors.