National Bankshares Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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Date of Report (Date of earliest event reported): July 8, 2024

 

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(Former name or former address, if changed since last report): Not applicable

 

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 (see General Instruction A.2. below):

 

 

 

 

 

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

 

 

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.

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Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 8, 2024, William A. Peery, a director of National Bankshares, Inc. (the “Company”) and The National Bank of Blacksburg (the “Bank”), a wholly-owned subsidiary of the Company, notified the Company and the Bank that he is retiring from the Boards of Directors of the Company and the Bank effective as of July 8, 2024. Mr. Peery is retiring to spend more time with his family and to pursue other interests. His retirement does not relate to any disagreement on matters relating to the Company’s or the Bank’s operations, policies or practices or any other matter.

 

Item 5.03         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 10, 2024, the Company’s Board of Directors adopted an amendment to Article II, Section 2.2 of the Company’s Bylaws, effective immediately, to decrease the number of directors of the Company from 14 to 13. A copy of the Company’s Bylaws, as amended and restated, is attached as Exhibit 3.2 hereto and is incorporated herein by reference into this Item 5.03.

 

Item 9.01         Financial Statements and Exhibits.

 

(d)         Exhibits.

 

 

 

 

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.