nhc20230804_8ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2023 (May 4, 2023)

NATIONAL HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-13489 (Commission File Number)	52-2057472 (I.R.S. Employer Identification No.)

100 Vine Street Murfreesboro, Tennessee (Address of Principal Executive Offices)		37130 (Zip Code)

Registrant’s telephone number, including area code: (615) 890-2020

Not Applicable

(Former name or former address, if changed since last report)

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 (17CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.1 par value	NHC	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

EXPLANATORY NOTE

On May 9, 2023, National HealthCare Corporation filed a Current Report on Form 8-K (the “Original Report”). The Original Report reported under Item 5.07 that the frequency of the advisory vote on compensation of the named executive officers was considered by the Shareholders at the May 4, 2023 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the option of holding the advisory vote with a frequency of “one year” received the highest number of votes. At a regularly scheduled meeting on August 3, 2023, the Company’s Board of Directors determined that, consistent with the vote of the Shareholders at the Annual Meeting, the advisory vote on executive compensation shall be held annually until the next required vote on the frequency of stockholder votes on the compensation of the named executive officers.

This Amendment No. 1 to Current Report on Form 8-K/A (the “Amendment No. 1”) is being filed by the Company to reflect the Board of Directors’ decision to have the advisory vote on the compensation of our named executive officers every year until the next required vote on the frequency of stockholder votes on the compensation of our named executive officers. This Amendment No. 1 contains the complete text of item 5.07, as so amended.

Except for the additional language provided, this Amendment No. 1 speaks only as of the filing date of the Original Report, does not reflect events that may have occurred subsequent to such filing date, and does not modify or update in any way disclosures made in the Original Report.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual Meeting of Shareholders of National HealthCare Corporation was held on May 4, 2023. As of the record date, there were a total of 15,355,389 shares of Common Stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 12,284,423 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present. The following is a summary of the matters voted upon by the Company's shareholders at the Annual Meeting and the related results:

1. The Re-election of W. Andrew Adams, Ernest G. Burgess, III, and Emil E. Hassan as directors to each hold office for a three (3) year term and until their successors have been duly elected and qualified;

	For	Against	Abstain
W. Andrew Adams	7,667,972	4,607,307	9,144
Ernest G. Burgess, III	8,341,606	3,938,397	4,420
Emil E. Hassan	9,233,067	3,040,108	11,248

2. To consider an advisory vote on the compensation of our named executive officers.

For		Against		Abstain
11,528,834		688,231		67,358

3. To consider an advisory vote on the frequency of the advisory vote on compensation of our named executive officers.

One Year		Two Years		Three Years		Abstain
6,828,879		712,763		4,727,901		14,880

Consistent with the vote of the shareholders at the annual meeting, the advisory vote on the compensation or our named executive officers shall be held annually until the next required vote on the frequency of stockholder votes on the compensation of our named executive officers.

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: August 7, 2023

NATIONAL HEALTHCARE CORPORATION

By:	/s/Josh A. McCreary
Name:	Josh A. McCreary
Title:	Senior Vice President, General Counsel, and Secretary