Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 _______________________ Date of Report (Date of earliest event reported): May 30, 2018 National Research Corporation (Exact name of registrant as specified in its charter) Wisconsin 0 01 - 35929 47-0634000 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1245 Q Street, Lincoln, Nebraska 68508 (Address of principal executive offices, including zip code) (402) 475-2525 (Registrant’s telephone number) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07 . Submission of Matters to a Vote of Security Holders . On May 30, 2018, National Research Corporation (the “Company”) held its 2018 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals: ● The election of two directors, Michael D. Hays and John N. Nunnelly, to the Company’s Board of Directors for three-year terms to expire at the Company’s 2021 annual meeting of shareholders; ● The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2018; ● An advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement; and ● The approval of amendments to the Company’s 2004 Non-Employee Director Stock Plan (the “Plan”). As of the April 18, 2018 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 24,608,700 shares of the Company’s common stock were outstanding and eligible to vote. Approximately 97.03% of all shares (and votes) were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for shareholder consideration at the Annual Meeting: Election of Directors The shareholders elected Michael D. Hays and John N. Nunnelly as directors for three-year terms to expire at the Company’s 2021 annual meeting of shareholders. The results of the vote were as follows: For Withheld Broker Non-Votes Name Votes Percentage (1) Votes Percentage Votes Percentage (2) Michael D. Hays 22,375,492 99.42% 130,841 0.58% 1,371,647 N/A John N. Nunnelly 22,230,817 98.78% 275,516 1.22% 1,371,647 N/A Ratify Appointment of KPMG LLP for 2018 The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2018. The results of the vote were as follows: For Against Abstain Broker Non-Votes Votes Percentage (1) Votes Percentage (1) Votes Percentage ( 2 ) Votes Percentage (2) 23,425,805 99.65 % 81,780 0.35 % 370,395 N/A 0 N/A -2- Advisory Vote to Approve Executive Compensation The shareholders approved the compensation of the Company’s named executive officers as disclosed in the proxy statement. The results of the advisory vote were as follows: For Against Abstain Broker Non-Votes Votes Percentage (1) Votes Percentage (1) Votes Percentage ( 2 ) Votes Percentage (2) 22,315,785 99.41 % 132,139 0.59 % 58,409 N/A 1,371,647 N/A A pprove A mendments to the Plan The shareholders approved the proposed amendments to the Plan. The results of the vote were as follows: For Against Abstain Broker Non-Votes Votes Percentage (1) Votes Percentage (1) Votes Percentage ( 2 ) Votes Percentage (2) 21,349,285 96.07 % 847,184 3.93 % 282,864 N/A 1,371,647 N/A _______________ (1) Based on a total of all votes received and eligible to be counted as voted on this proposal at the Annual Meeting. (2) “N/A” means that abstentions and/or broker non-votes do not have any effect on the voting results on this proposal. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 1, 2018 NATIONAL RESEARCH CORPORATION By: /s/ Kevin R. Karas Kevin R. Karas Senior Vice President Finance, Chief Financial Officer, Treasurer and Secretary -4-