NRC Health (NRC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 23, 2026, to be held virtually, with record date set as April 24, 2026.

• Key proposals include election of seven directors, ratification of KPMG LLP as auditor, advisory vote on executive compensation, and three amendments to the certificate of incorporation.

• Proxy materials and annual report are available online, with multiple voting methods offered.

Voting matters and shareholder proposals

• Election of all seven directors for one-year terms following board declassification.

• Ratification of KPMG LLP as independent auditor for 2026.

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

• Amendments to remove supermajority voting, allow director removal without cause, and lower threshold for stockholder action by written consent.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

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

• Five of seven directors are independent; board committees include Audit, Compensation and Talent, Nominating, and Strategic Planning.

• Lead director role established; majority vote policy for director elections.

• Proxy access allows eligible shareholders to nominate directors.