Business
National Bankshares, Inc. Files Definitive Proxy Materials, Urges Shareholders to Re-Elect Board Nominees
Board Takes Action to More Closely Align Long-Term Incentives with Shareholders Through Compensation Plan Changes Shareholders Should Return WHITE Proxy Card
About this update from National Bankshares, Inc.
[{"type":"text","content":"Board Takes Action to More Closely Align Long-Term Incentives with Shareholders Through Compensation Plan Changes\nShareholders Should Return WHITE Proxy Card\nBLACKSBURG, Va., March 27, 2023 /PRNewswire/ -- National Bankshares, Inc. (the \"Company\") (Nasdaq: NKSH) has filed its definitive proxy statement and form of WHITE proxy card with the Securities and Exchange Commission (the \"SEC\") in connection with the Company's Annual Meeting of Shareholders to be held on May 9, 2023. The Company urged shareholders to vote for the Board of Directors (\"Board\") nominees supported by the Company.\n\"These outstanding directors have earned shareholders' support by driving a successful strategy and strong results,\" said F. Brad Denardo, Chairman of the Board, President and Chief Executive Officer of the Company and its wholly-owned subsidiary bank, The National Bank of Blacksburg. \"We urge shareholders to vote for the nominees for the Board that the Company has put forward, and not for those nominated by a dissident shareholder.\"\nThe Company pointed to performance highlights, including:\nDecades of uninterrupted profitability and increasing dividend payments, including through the financial crisis and the Covid-19 pandemic~870% total shareholder return since January 20001, more than 2x the peer group selected by Institutional Shareholder Services (\"ISS\"), an organization that advises institutional shareholders on how to vote at shareholder meetingsTop tier profitability metrics driven by a low-cost, efficient operating modelRobust capital and liquidity that provide considerable flexibility and resiliencyLow-cost core deposit franchise that provides a buffer against high interest ratesThe Nominating Committee of the Board interviewed the nominees put forward by Driver Management Company, LLC, a New York activist investor, and found that they would not bring additive skills or expertise to the Board.\n\"Now is not the time to overhaul our Board, strategy or approach,\" said Denardo. \"Our Board is well positioned to manage challenging times and has deep experience through previous periods of market and economic uncertainty. Given the recent volatility the banking sector has seen, replacing seasoned directors with inexperienced ones would be a mistake. This Board has ensured that the Company has ample capital and liquidity, putting ...