NRC Health (NRC) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 23, 2026, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by June 22, 2026.

Voting matters and shareholder proposals

• Election of seven director nominees is up for shareholder approval.

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

• Advisory vote on executive compensation for named executive officers.

• Proposal to amend the certificate of incorporation to remove certain supermajority voting requirements.

• Proposal to amend the certificate of incorporation to delete restrictions on removal of directors without cause.

• Proposal to amend the certificate of incorporation to change the voting requirement for stockholder action by written consent from unanimous to a majority threshold.

Board of directors and corporate governance

• Seven director nominees are presented for election, with board recommendation to vote in favor of each.