NRC Health (NRC)
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Sep 16, 2026, 4:00 PM EDT - Market closed
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AGM 2026

Jun 23, 2026

Summary

The meeting confirmed quorum and proceeded with the election of seven directors, ratification of KPMG as auditor, approval of executive compensation, and several amendments to the Certificate of Incorporation, all of which passed by shareholder vote.

Shane Harrison
CFO, Treasurer, and Secretary, NRC Health

Good afternoon. I'm Shane Harrison, Chief Financial Officer, Treasurer, and Secretary of NRC Health. On behalf of our company, I want to welcome you to our 2026 Annual Meeting of Stockholders. We are pleased to have each of you in virtual attendance. Representatives of KPMG, our independent registered public accounting firm, are present and available to respond to appropriate questions after conclusion of the meeting's business. I am serving as Inspector of Elections for today's meeting. This meeting is now formally called to order. I affirm that proper notice was given for this meeting and whether a quorum is present. I have in my possession a list of stockholders entitled to vote at this meeting and an affidavit of service of notice of the meeting, certifying that the notice of meeting and internet availability of proxy materials was properly mailed to those stockholders.

Stockholders lists and notice of meeting are available for inspection. I have confirmed that quorum is present. Since a quorum is present, this meeting will therefore proceed. At this time, we will open the polls for voting. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. The polls will close following the presentation of the items of business. The first item of business is the election of seven directors to the board of directors. Parul Bhandari, Donald M. Berwick, Trent Green, Michael D. Hays, Stephen H. Lockhart, John N. Nunnelly, and Penny A.

Wheeler are nominated as directors to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. I hereby declare the nominations closed. The second item of business is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for 2026. The third item of business is the advisory vote to approve the compensation of the company's named executive officers. The fourth item of business is the approval of an amendment to our Certificate of Incorporation to remove certain super majority voting requirements in Article VI of our Certificate of Incorporation, along with certain clarifying, conforming, and ministerial changes. The fifth item of business is the approval of an amendment to our Certificate of Incorporation to delete restrictions on the removal of directors without cause, along with certain clarifying, conforming, and ministerial changes.

The sixth item of business is the approval of an amendment to our Certificate of Incorporation to change the voting requirement for stockholder action by written consent in lieu of a meeting from unanimous to the voting power that would be required to give effect to the action if it were approved at a meeting, along with certain clarifying, conforming, and ministerial changes. Now that everyone has had the opportunity to vote, I now declare the polls closed, and I will report the votes. I confirm that based on the voting, one, the director nominees have been properly elected. Two, the stockholders have ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for 2026. Three, the stockholders have, on an advisory basis, approved the compensation of the company's named executive officers.

Four, the stockholders have approved all the proposed amendments to our Certificate of Incorporation. Results will be filed on Form 8-K. I hereby direct the results of the voting to be incorporated into the minutes of this meeting. That completes our official business agenda for today. I now declare the formal business portion of the meeting adjourned.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.