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NATIONAL BANKSHARES INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and NATIONAL BANKSHARES INC.’s Form 8-K, filed May 15, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

6Ballot items
112Asset managers
722Fund votes
May 13, 2025Meeting date

Results at a glance

Meeting of May 13, 2025: 6 items on NATIONAL BANKSHARES INC.’s Form 8-K, filed May 15, 2025: 2 approved · 4 without a stated outcome.

Material dissent

Elect Director: Alan J. Sweet 74% of votes cast Outcome not stated Director under 80%

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore NATIONAL BANKSHARES INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by NATIONAL BANKSHARES INC.

These tallies are NATIONAL BANKSHARES INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 15, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

NATIONAL BANKSHARES INC. — official shareholder meeting results, meeting held May 13, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: F. Brad Denardo	3,425,681	--	--	106,700	1,305,629	97%	Not verified	—
Elect Director: John E. Dooley	3,218,294	--	--	314,087	1,305,629	91%	Not verified	—
Elect Director: Normal V. Fitzwater, III	3,455,526	--	--	76,855	1,305,629	98%	Not verified	—
Elect Director: Alan J. Sweet	2,605,516	--	--	926,865	1,305,629	74%	Not verified	—
2. Advisory (Non-Binding) Vote to Approve the Compensation of the Company's Named Executive Officers	3,101,729	390,734	39,918	--	1,305,629	89%	Approved	—
3. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2025	4,817,481	7,926	12,603	--	--	99.8%	Approved	—

Source: NATIONAL BANKSHARES INC., Form 8-K, filed with the SEC on May 15, 2025 — read the filing on EDGAR.

How asset managers voted at the NATIONAL BANKSHARES INC. 2024-2025 meeting

Each item below shows how the 112 asset managers that disclosed a NATIONAL BANKSHARES INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Alan J. Sweet

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

74% Majority: yes · of votes cast

FOR 74%WITHHELD

FOR: 2,605,516WITHHELD: 926,865

Details: description as filed, official tally, votes by 38 asset managers

Description as filed by funds: Election of Four Class 2 Directors to serve a term of three years each until the 2028 Annual Meeting: Alan J. Sweet

NATIONAL BANKSHARES INC.’s own tally for this item (“Elect Director: Alan J. Sweet”): 2,605,516 for, 926,865 withheld, per its Form 8-K filed May 15, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 74% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 38 asset managers below reported 576,402 for, 386,740 withheld.

FORWITHHOLD

FOR: 576,402WITHHOLD: 386,740

Largest asset managers voting on “Election of Four Class 2 Directors to serve a term of three years each until the 2028 Annual Meeting: Alan J. ” at NATIONAL BANKSHARES INC., 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	340,190	0	For
BlackRock	0	236,827	Withhold
Fidelity	124,563	0	For
Dimensional	0	80,249	Withhold
Datum One Series Trust	68,150	0	For
Charles Schwab	16,268	0	For
Equitable	1,910	10,502	Mixed
Invesco	0	10,169	Withhold
QUANTITATIVE MASTER SERIES LLC	0	9,995	Withhold
TIAA	7,827	0	For
RBC FUNDS TRUST	0	6,200	Withhold
Goldman Sachs	6,014	0	For
Pacific Life	0	4,545	Withhold
WisdomTree	4,381	0	For
Lincoln Financial	0	4,322	Withhold
BRIDGEWAY FUNDS INC	0	3,637	Withhold
Global X	3,393	0	For
Northern Trust	3,111	0	For
AIG/SunAmerica	0	2,835	Withhold
Bridge Builder Trust	0	2,793	Withhold
State Street	0	2,461	Withhold
John Hancock	0	2,329	Withhold
Nationwide	548	1,121	Mixed
Brighthouse	0	1,483	Withhold
ProShares	0	1,356	Withhold

Showing the 25 largest of 38 asset managers. See all 38 in the interactive database.

2. Elect Director: F. Brad Denardo

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 3,425,681WITHHELD: 106,700

Details: description as filed, official tally, votes by 38 asset managers

Description as filed by funds: Election of Four Class 2 Directors to serve a term of three years each until the 2028 Annual Meeting: F. Brad Denardo

NATIONAL BANKSHARES INC.’s own tally for this item (“Elect Director: F. Brad Denardo”): 3,425,681 for, 106,700 withheld, per its Form 8-K filed May 15, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 38 asset managers below reported 958,284 for, 4,858 withheld.

FOR

FOR: 958,284WITHHOLD: 4,858

Largest asset managers voting on “Election of Four Class 2 Directors to serve a term of three years each until the 2028 Annual Meeting: F. Brad ” at NATIONAL BANKSHARES INC., 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	340,190	0	For
BlackRock	236,827	0	For
Fidelity	124,563	0	For
Dimensional	80,249	0	For
Datum One Series Trust	68,150	0	For
Charles Schwab	16,268	0	For
Equitable	12,412	0	For
Invesco	10,169	0	For
QUANTITATIVE MASTER SERIES LLC	9,995	0	For
TIAA	7,827	0	For
RBC FUNDS TRUST	6,200	0	For
Goldman Sachs	6,014	0	For
Pacific Life	4,545	0	For
WisdomTree	0	4,381	Withhold
Lincoln Financial	4,322	0	For
BRIDGEWAY FUNDS INC	3,637	0	For
Global X	3,393	0	For
Northern Trust	3,111	0	For
AIG/SunAmerica	2,835	0	For
Bridge Builder Trust	2,793	0	For
State Street	2,461	0	For
John Hancock	2,329	0	For
Nationwide	1,669	0	For
Brighthouse	1,483	0	For
ProShares	1,356	0	For

Showing the 25 largest of 38 asset managers. See all 38 in the interactive database.

3. Elect Director: John E. Dooley

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%

FOR: 3,218,294WITHHELD: 314,087

Details: description as filed, official tally, votes by 38 asset managers

Description as filed by funds: Election of Four Class 2 Directors to serve a term of three years each until the 2028 Annual Meeting: John E. Dooley

NATIONAL BANKSHARES INC.’s own tally for this item (“Elect Director: John E. Dooley”): 3,218,294 for, 314,087 withheld, per its Form 8-K filed May 15, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 38 asset managers below reported 885,255 for, 77,887 withheld.

FOR

FOR: 885,255WITHHOLD: 77,887

Largest asset managers voting on “Election of Four Class 2 Directors to serve a term of three years each until the 2028 Annual Meeting: John E. ” at NATIONAL BANKSHARES INC., 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	340,190	0	For
BlackRock	236,827	0	For
Fidelity	124,563	0	For
Dimensional	80,249	0	For
Datum One Series Trust	0	68,150	Withhold
Charles Schwab	16,268	0	For
Equitable	10,502	1,910	Mixed
Invesco	10,169	0	For
QUANTITATIVE MASTER SERIES LLC	9,995	0	For
TIAA	0	7,827	Withhold
RBC FUNDS TRUST	6,200	0	For
Goldman Sachs	6,014	0	For
Pacific Life	4,545	0	For
WisdomTree	4,381	0	For
Lincoln Financial	4,322	0	For
BRIDGEWAY FUNDS INC	3,637	0	For
Global X	3,393	0	For
Northern Trust	3,111	0	For
AIG/SunAmerica	2,835	0	For
Bridge Builder Trust	2,793	0	For
State Street	2,461	0	For
John Hancock	2,329	0	For
Nationwide	1,669	0	For
Brighthouse	1,483	0	For
ProShares	1,356	0	For

Showing the 25 largest of 38 asset managers. See all 38 in the interactive database.

4. Elect Director: Normal V. Fitzwater, III

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 3,455,526WITHHELD: 76,855

Details: description as filed, official tally, votes by 38 asset managers

Description as filed by funds: Election of Four Class 2 Directors to serve a term of three years each until the 2028 Annual Meeting: Norman V. Fitzwater, III

NATIONAL BANKSHARES INC.’s own tally for this item (“Elect Director: Normal V. Fitzwater, III”): 3,455,526 for, 76,855 withheld, per its Form 8-K filed May 15, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 38 asset managers below reported 961,232 for, 1,910 withheld.

FOR

FOR: 961,232WITHHOLD: 1,910

Largest asset managers voting on “Election of Four Class 2 Directors to serve a term of three years each until the 2028 Annual Meeting: Norman V” at NATIONAL BANKSHARES INC., 2024-2025
Asset manager	For	Withheld	Vote
Vanguard	340,190	0	For
BlackRock	236,827	0	For
Fidelity	124,563	0	For
Dimensional	80,249	0	For
Datum One Series Trust	68,150	0	For
Charles Schwab	16,268	0	For
Equitable	10,502	1,910	Mixed
Invesco	10,169	0	For
QUANTITATIVE MASTER SERIES LLC	9,995	0	For
TIAA	7,827	0	For
RBC FUNDS TRUST	6,200	0	For
Goldman Sachs	6,014	0	For
Pacific Life	4,545	0	For
WisdomTree	4,381	0	For
Lincoln Financial	4,322	0	For
BRIDGEWAY FUNDS INC	3,637	0	For
Global X	3,393	0	For
Northern Trust	3,111	0	For
AIG/SunAmerica	2,835	0	For
Bridge Builder Trust	2,793	0	For
State Street	2,461	0	For
John Hancock	2,329	0	For
Nationwide	1,669	0	For
Brighthouse	1,483	0	For
ProShares	1,356	0	For

Showing the 25 largest of 38 asset managers. See all 38 in the interactive database.

5. 2. Advisory (Non-Binding) Vote to Approve the Compensation of the Company's Named Executive Officers

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

89% Approved · of votes cast

FOR 89%

FOR: 3,101,729AGAINST: 390,734

Details: description as filed, official tally, votes by 112 asset managers

Description as filed by funds: Advisory (non-binding) vote to approve the compensation of the Company's named executive officers.

NATIONAL BANKSHARES INC.’s own tally for this item (“2. Advisory (Non-Binding) Vote to Approve the Compensation of the Company's Named Executive Officers”): 3,101,729 for, 390,734 against — passed, per its Form 8-K filed May 15, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 2 – Advisory (Non-Binding) Vote to Approve the Compensation of the Company's Named Executive Officers The stockholders approved a (non-binding) advisory vote to approve the compensation of the named executive officers.”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 38 asset managers voting on “Advisory (non-binding) vote to approve the compensation of the Company's named executive officers.” at NATIONAL BANKSHARES INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	340,190	0	For
BlackRock	236,827	0	For
Fidelity	124,563	0	For
Dimensional	80,249	0	For
Datum One Series Trust	0	68,150	Against
Charles Schwab	16,268	0	For
Equitable	12,412	0	For
Invesco	10,169	0	For
QUANTITATIVE MASTER SERIES LLC	9,995	0	For
TIAA	7,827	0	For
RBC FUNDS TRUST	6,200	0	For
Goldman Sachs	6,014	0	For
Pacific Life	4,545	0	For
WisdomTree	4,381	0	For
Lincoln Financial	4,322	0	For
BRIDGEWAY FUNDS INC	3,637	0	For
Global X	3,393	0	For
Northern Trust	3,111	0	For
AIG/SunAmerica	2,835	0	For
Bridge Builder Trust	2,793	0	For
State Street	2,461	0	For
John Hancock	2,329	0	For
Nationwide	1,669	0	For
Brighthouse	1,483	0	For
ProShares	1,356	0	For

Fund voting reports, all 38 managers: 894,992 for, 68,150 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 87 asset managers voting on “Advisory (non-binding) vote to approve the compensation of the Company's named executive officers.” at NATIONAL BANKSHARES INC., 2024-2025
Asset manager	For	Against	Vote
BlackRock	183,750	0	For
BRANDES INVESTMENT PARTNERS, LP	0	162,829	Against
GEODE CAPITAL MANAGEMENT, LLC	133,647	0	For
Rhino Investment Partners, Inc	115,134	0	For
State Street	74,314	0	For
Northern Trust	30,098	0	For
Renaissance	18,562	0	For
Taylor Hoffman Capital Management LLC	18,150	0	For
Cerity Partners LLC	17,809	0	For
Dimensional	17,740	0	For
MELLON INVESTMENTS Corp	17,679	0	For
Charles Schwab	16,268	0	For
D.A. DAVIDSON & CO.	12,993	0	For
Invesco	12,348	0	For
T. Rowe Price	11,816	0	For
Citadel	10,217	0	For
Nuveen	7,827	0	For
Fourthstone LLC	6,541	0	For
LPL Financial LLC	5,954	0	For
TRUIST FINANCIAL CORP	4,790	0	For
Vanguard	4,589	0	For
CAPTRUST FINANCIAL ADVISORS	4,281	0	For
BRIDGEWAY CAPITAL MANAGEMENT, LLC	3,637	0	For
Newton Investment Management North America, LLC	3,600	0	For
NEW YORK STATE COMMON RETIREMENT FUND	3,148	0	For

Institutional-manager reports, all 87 managers: 775,425 for, 164,496 against. Showing the 25 largest; see all in the interactive database.

6. 3. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public…

Official resultAUDIT-RELATEDReported outcome: Approved

99.8% Approved · of votes cast

FOR 99.8%

FOR: 4,817,481AGAINST: 7,926

Details: description as filed, official tally, votes by 38 asset managers

Description as filed by funds: Ratification of the appointment of Yount, Hyde & Barbour P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2025.

NATIONAL BANKSHARES INC.’s own tally for this item (“3. Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2025”): 4,817,481 for, 7,926 against — passed, per its Form 8-K filed May 15, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders voted to ratify the Company's Board of Directors' appointment of Yount, Hyde & Barbour, P.C. to serve as its independent registered public accounting firm for the fiscal year ending December 31, 2025.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 38 asset managers below reported 963,142 for.

FOR

FOR: 963,142

Largest asset managers voting on “Ratification of the appointment of Yount, Hyde & Barbour P.C. as the Company's independent registered public a” at NATIONAL BANKSHARES INC., 2024-2025
Asset manager	For	Vote
Vanguard	340,190	For
BlackRock	236,827	For
Fidelity	124,563	For
Dimensional	80,249	For
Datum One Series Trust	68,150	For
Charles Schwab	16,268	For
Equitable	12,412	For
Invesco	10,169	For
QUANTITATIVE MASTER SERIES LLC	9,995	For
TIAA	7,827	For
RBC FUNDS TRUST	6,200	For
Goldman Sachs	6,014	For
Pacific Life	4,545	For
WisdomTree	4,381	For
Lincoln Financial	4,322	For
BRIDGEWAY FUNDS INC	3,637	For
Global X	3,393	For
Northern Trust	3,111	For
AIG/SunAmerica	2,835	For
Bridge Builder Trust	2,793	For
State Street	2,461	For
John Hancock	2,329	For
Nationwide	1,669	For
Brighthouse	1,483	For
ProShares	1,356	For

Showing the 25 largest of 38 asset managers. See all 38 in the interactive database.

Largest NATIONAL BANKSHARES INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 6,363,371 shares outstanding at the time of that meeting.

Fund voting reports: top NATIONAL BANKSHARES INC. shareholders by shares voted on “Advisory (non-binding) vote to approve the compensation of the Company's named executive…”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	5.35%
2	BlackRock	3.72%
3	Fidelity	1.96%
4	Dimensional	1.26%
5	Datum One Series Trust	1.07%
6	Charles Schwab	0.26%
7	Equitable	0.20%
8	Invesco	0.16%
9	QUANTITATIVE MASTER SERIES LLC	0.16%
10	TIAA	0.12%

Institutional-manager reports: top NATIONAL BANKSHARES INC. shareholders by shares voted on “Advisory (non-binding) vote to approve the compensation of the Company's named executive…”, 2024-2025
#	Asset manager	% of shares outstanding
1	BlackRock	2.89%
2	BRANDES INVESTMENT PARTNERS, LP	2.56%
3	GEODE CAPITAL MANAGEMENT, LLC	2.10%
4	Rhino Investment Partners, Inc	1.81%
5	State Street	1.17%
6	Northern Trust	0.47%
7	Renaissance	0.29%
8	Taylor Hoffman Capital Management LLC	0.29%
9	Cerity Partners LLC	0.28%
10	Dimensional	0.28%

Reported NATIONAL BANKSHARES INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

NATIONAL BANKSHARES INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
BlackRock	7.12%	13F
Vanguard Group	5.42%	13F
Geode Capital	2.26%	13F
Dimensional Fund Advisors	1.68%	13F
State Street	1.26%	13F
Northern Trust	0.76%	13F
Renaissance Technologies	0.36%	13F
BNY Mellon	0.34%	13F
Citadel Advisors	0.31%	13F
Morgan Stanley	0.27%	13F

Percentages above are of 6,363,371 shares outstanding, as reported by NATIONAL BANKSHARES INC. on its Form 10-K dated March 24, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from NATIONAL BANKSHARES INC.’s 10-K dated March 24, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At NATIONAL BANKSHARES INC.'s shareholder meeting held May 13, 2025, in the 2024-2025 proxy season, 112 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 722 separate fund positions. On the most widely held item on that ballot — Advisory (non-binding) vote to approve the compensation of the Company's named executive… — NATIONAL BANKSHARES INC.'s filing reports the proposal as approved, with 89% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: NATIONAL BANKSHARES INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 15, 2025.

NATIONAL BANKSHARES INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.