Management Change/Compensation (Form 8-K)

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

On May 11, 2021, the Board of Directors (the 'Board'), of National Research Corporation (the 'Company'), increased the size of the Board to six directors, and upon recommendation of the Board's Nominating Committee, appointed Stephen Lockhart and Penny Wheeler to serve as directors and fill the vacancies on the Board, effective immediately. Dr. Lockhart will serve as a Class I director with a term expiring at the Company's 2022 annual meeting of shareholders and thereafter until his successor has been duly elected and qualified or until his earlier, death, resignation, or removal. Dr. Wheeler will serve as a Class II director with a term expiring at the Company's 2023 annual meeting of shareholders and thereafter until her successor has been duly elected and qualified or until her earlier death, resignation, or removal. At this time, the Board has not appointed Dr. Lockhart or Dr. Wheeler to serve on any committees of the Board, although the Board may appoint Dr. Lockhart or Dr. Wheeler to serve on one or more committees in the future.

There are no arrangements or understandings between either of Dr. Lockhart or Dr. Wheeler and any other person pursuant to which such director was appointed to serve on the Board.

Dr. Lockhart does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Dr. Wheeler currently serves as chief executive officer of Allina Health, a not-for-profit healthcare system. In connection with its routine business operations, Allina Health purchases certain products and services from the Company in arms-length transactions. In 2020, the total amount of such purchases was approximately $1.5 million.

Both Dr. Lockhart and Dr. Wheeler will receive compensation, including cash compensation and equity awards, for his or her services as a director in accordance with the Company's standard compensation policies for non-employee directors described in the Company's definitive proxy statement for the 2020 annual meeting of shareholders, as filed with the Securities and Exchange Commission on April 7, 2020.

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