Home › Companies › National Bankshares, Inc. › 2025-2026

National Bankshares, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and National Bankshares, Inc.’s Form 8-K, filed May 13, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.

5Ballot items
111Asset managers
570Fund votes
May 12, 2026Meeting date

Results at a glance

Meeting of May 12, 2026: 5 items on National Bankshares, Inc.’s Form 8-K, filed May 13, 2026: 2 approved · 3 without a stated outcome.

Material dissent

None.

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 2025-2026 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 13, 2026 (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 12, 2026
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Mildred R. Johnson	3,360,502	--	--	273,929	1,240,439	92%	Not verified	—
Elect Director: Lutheria H. Smith	3,301,072	--	--	333,359	1,240,439	91%	Not verified	—
Elect Director: James C. Thompson	3,478,101	--	--	156,330	1,240,439	96%	Not verified	—
2. Advisory (Non-Binding) Vote to Approve the Compensation of the Company's Named Executive Officers	3,233,731	367,708	32,992	--	1,240,439	90%	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, 2026	4,850,064	9,857	14,949	--	--	99.7%	Approved	—

This meeting is also recorded here as May 13, 2026; both records come from the same filing, so the date should be checked against it.

Source: National Bankshares, Inc., Form 8-K, filed with the SEC on May 13, 2026 — read the filing on EDGAR.

How asset managers voted at the National Bankshares, Inc. 2025-2026 meeting

Each item below shows how the 111 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: James C. Thompson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 3,478,101WITHHELD: 156,330

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Election of three Class 3 Directors to serve a term of three years each until the 2029 Annual Meeting: James C. Thompson, Class 3 Director

National Bankshares, Inc.’s own tally for this item (“Elect Director: James C. Thompson”): 3,478,101 for, 156,330 withheld, per its Form 8-K filed May 13, 2026 (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: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 36 asset managers below reported 854,867 for, 18,847 withheld.

FOR

FOR: 854,867WITHHOLD: 18,847

Largest asset managers voting on “Election of three Class 3 Directors to serve a term of three years each until the 2029 Annual Meeting: James C” at National Bankshares, Inc., 2025-2026
Asset manager	For	Withheld	Vote
Vanguard	293,050	0	For
BlackRock	217,362	0	For
Fidelity	129,093	0	For
Datum One Series Trust	93,901	0	For
Dimensional	39,436	0	For
Charles Schwab	26,375	0	For
Equitable	10,635	2,000	Mixed
QUANTITATIVE MASTER SERIES LLC	9,995	0	For
Goldman Sachs	8,944	0	For
TIAA	0	8,474	Withhold
Lincoln Financial	222	4,100	Mixed
Northern Trust	0	3,494	Withhold
AIG/SunAmerica	3,290	0	For
Global X	2,841	0	For
Bridge Builder Trust	2,793	0	For
John Hancock	2,540	0	For
Pacific Life	2,155	0	For
Nationwide	2,027	0	For
Brighthouse	1,983	0	For
Invesco	1,181	0	For
ProShares	1,151	0	For
Jackson National	1,025	0	For
DWS	895	0	For
Prudential/PGIM	780	0	For
Victory Capital	668	0	For

Showing the 25 largest of 36 asset managers. See all 36 in the interactive database.

2. Elect Director: Lutheria H. Smith

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%

FOR: 3,301,072WITHHELD: 333,359

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Election of three Class 3 Directors to serve a term of three years each until the 2029 Annual Meeting: Lutheria H. Smith, Class 3 Director

National Bankshares, Inc.’s own tally for this item (“Elect Director: Lutheria H. Smith”): 3,301,072 for, 333,359 withheld, per its Form 8-K filed May 13, 2026 (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 36 asset managers below reported 768,862 for, 104,852 withheld.

FOR

FOR: 768,862WITHHOLD: 104,852

Largest asset managers voting on “Election of three Class 3 Directors to serve a term of three years each until the 2029 Annual Meeting: Lutheri” at National Bankshares, Inc., 2025-2026
Asset manager	For	Withheld	Vote
Vanguard	293,050	0	For
BlackRock	217,362	0	For
Fidelity	129,093	0	For
Datum One Series Trust	0	93,901	Withhold
Dimensional	39,436	0	For
Charles Schwab	26,375	0	For
Equitable	10,635	2,000	Mixed
QUANTITATIVE MASTER SERIES LLC	9,995	0	For
Goldman Sachs	8,944	0	For
TIAA	0	8,474	Withhold
Lincoln Financial	4,322	0	For
Northern Trust	3,494	0	For
AIG/SunAmerica	3,290	0	For
Global X	2,841	0	For
Bridge Builder Trust	2,793	0	For
John Hancock	2,540	0	For
Pacific Life	2,155	0	For
Nationwide	2,027	0	For
Brighthouse	1,983	0	For
Invesco	1,181	0	For
ProShares	1,151	0	For
Jackson National	1,025	0	For
DWS	895	0	For
Prudential/PGIM	780	0	For
Victory Capital	668	0	For

Showing the 25 largest of 36 asset managers. See all 36 in the interactive database.

3. Elect Director: Mildred R. Johnson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%

FOR: 3,360,502WITHHELD: 273,929

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Election of three Class 3 Directors to serve a term of three years each until the 2029 Annual Meeting: Mildred R. Johnson, Class 3 Director

National Bankshares, Inc.’s own tally for this item (“Elect Director: Mildred R. Johnson”): 3,360,502 for, 273,929 withheld, per its Form 8-K filed May 13, 2026 (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: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 36 asset managers below reported 768,862 for, 104,852 withheld.

FOR

FOR: 768,862WITHHOLD: 104,852

Largest asset managers voting on “Election of three Class 3 Directors to serve a term of three years each until the 2029 Annual Meeting: Mildred” at National Bankshares, Inc., 2025-2026
Asset manager	For	Withheld	Vote
Vanguard	293,050	0	For
BlackRock	217,362	0	For
Fidelity	129,093	0	For
Datum One Series Trust	0	93,901	Withhold
Dimensional	39,436	0	For
Charles Schwab	26,375	0	For
Equitable	10,635	2,000	Mixed
QUANTITATIVE MASTER SERIES LLC	9,995	0	For
Goldman Sachs	8,944	0	For
TIAA	0	8,474	Withhold
Lincoln Financial	4,322	0	For
Northern Trust	3,494	0	For
AIG/SunAmerica	3,290	0	For
Global X	2,841	0	For
Bridge Builder Trust	2,793	0	For
John Hancock	2,540	0	For
Pacific Life	2,155	0	For
Nationwide	2,027	0	For
Brighthouse	1,983	0	For
Invesco	1,181	0	For
ProShares	1,151	0	For
Jackson National	1,025	0	For
DWS	895	0	For
Prudential/PGIM	780	0	For
Victory Capital	668	0	For

Showing the 25 largest of 36 asset managers. See all 36 in the interactive database.

4. 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 2 wordings of this item as funds reported it.

90% Approved · of votes cast

FOR 90%

FOR: 3,233,731AGAINST: 367,708

Details: description as filed, official tally, votes by 111 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”): 3,233,731 for, 367,708 against — passed, per its Form 8-K filed May 13, 2026 (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: 90% 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: 36 asset managers voting on “Advisory (non-binding) vote to approve the compensation of the Company's named executive officers.” at National Bankshares, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	293,050	0	For
BlackRock	217,362	0	For
Fidelity	129,093	0	For
Datum One Series Trust	0	93,901	Against
Dimensional	39,436	0	For
Charles Schwab	26,375	0	For
Equitable	12,635	0	For
QUANTITATIVE MASTER SERIES LLC	9,995	0	For
Goldman Sachs	8,944	0	For
TIAA	8,474	0	For
Lincoln Financial	4,322	0	For
Northern Trust	3,494	0	For
AIG/SunAmerica	3,290	0	For
Global X	2,841	0	For
Bridge Builder Trust	2,793	0	For
John Hancock	2,540	0	For
Pacific Life	2,155	0	For
Nationwide	2,027	0	For
Brighthouse	1,983	0	For
Invesco	1,181	0	For
ProShares	1,151	0	For
Jackson National	1,025	0	For
DWS	895	0	For
Prudential/PGIM	780	0	For
Victory Capital	668	0	For

Fund voting reports, all 36 managers: 779,336 for, 94,378 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., 2025-2026
Asset manager	For	Against	Vote
BlackRock	186,680	2	For
Fourthstone LLC	161,434	0	For
GEODE CAPITAL MANAGEMENT, LLC	151,871	0	For
BRANDES INVESTMENT PARTNERS, LP	0	127,711	Against
Rhino Investment Partners, Inc	48,397	0	For
Vanguard	41,996	0	For
T. Rowe Price	38,990	0	For
Northern Trust	35,297	332	For
ACADIAN ASSET MANAGEMENT LLC	33,283	0	For
Charles Schwab	26,375	0	For
CAPTRUST FINANCIAL ADVISORS	25,464	0	For
MELLON INVESTMENTS Corp	18,675	0	For
Taylor Hoffman Capital Management LLC	18,150	0	For
Dimensional	15,640	0	For
Nuveen	11,033	0	For
D.A. DAVIDSON & CO.	9,945	0	For
MARSHALL WACE, LLP	7,668	0	For
LPL Financial LLC	7,520	0	For
RBC Capital Markets, LLC	5,292	0	For
ENVESTNET ASSET MANAGEMENT INC	4,526	0	For
Connor, Clark & Lunn Investment Management Ltd.	4,475	0	For
WELLS FARGO CLEARING SERVICES, LLC	3,819	0	For
Newton Investment Management North America, LLC	0	3,600	Against
Invesco	3,481	0	For
BANK OF AMERICA NA	3,193	0	For

Institutional-manager reports, all 87 managers: 903,536 for, 136,981 against. Showing the 25 largest; see all in the interactive database.

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

Official resultAUDIT-RELATEDReported outcome: Approved

99.7% Approved · of votes cast

FOR 99.7%

FOR: 4,850,064AGAINST: 9,857

Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: Ratification of the selection of Yount, Hyde & Barbour P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2026.

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, 2026”): 4,850,064 for, 9,857 against — passed, per its Form 8-K filed May 13, 2026 (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, 2026.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 36 asset managers below reported 873,518 for, 196 against.

FOR

FOR: 873,518AGAINST: 196

Largest asset managers voting on “Ratification of the selection of Yount, Hyde & Barbour P.C. as the Company's independent registered public acc” at National Bankshares, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	292,854	196	For
BlackRock	217,362	0	For
Fidelity	129,093	0	For
Datum One Series Trust	93,901	0	For
Dimensional	39,436	0	For
Charles Schwab	26,375	0	For
Equitable	12,635	0	For
QUANTITATIVE MASTER SERIES LLC	9,995	0	For
Goldman Sachs	8,944	0	For
TIAA	8,474	0	For
Lincoln Financial	4,322	0	For
Northern Trust	3,494	0	For
AIG/SunAmerica	3,290	0	For
Global X	2,841	0	For
Bridge Builder Trust	2,793	0	For
John Hancock	2,540	0	For
Pacific Life	2,155	0	For
Nationwide	2,027	0	For
Brighthouse	1,983	0	For
Invesco	1,181	0	For
ProShares	1,151	0	For
Jackson National	1,025	0	For
DWS	895	0	For
Prudential/PGIM	780	0	For
Victory Capital	668	0	For

Showing the 25 largest of 36 asset managers. See all 36 in the interactive database.

Largest National Bankshares, Inc. shareholders voting in 2025-2026

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 6,368,410 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…”, 2025-2026
#	Asset manager	% of shares outstanding
1	Vanguard	4.60%
2	BlackRock	3.41%
3	Fidelity	2.03%
4	Datum One Series Trust	1.47%
5	Dimensional	0.62%
6	Charles Schwab	0.41%
7	Equitable	0.20%
8	QUANTITATIVE MASTER SERIES LLC	0.16%
9	Goldman Sachs	0.14%
10	TIAA	0.13%

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…”, 2025-2026
#	Asset manager	% of shares outstanding
1	BlackRock	2.93%
2	Fourthstone LLC	2.53%
3	GEODE CAPITAL MANAGEMENT, LLC	2.38%
4	BRANDES INVESTMENT PARTNERS, LP	2.01%
5	Rhino Investment Partners, Inc	0.76%
6	Vanguard	0.66%
7	T. Rowe Price	0.61%
8	Northern Trust	0.56%
9	ACADIAN ASSET MANAGEMENT LLC	0.52%
10	Charles Schwab	0.41%

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 2025-2026 proxy season
Holder	% outstanding	Disclosure
BlackRock	6.93%	13F
Vanguard Group	5.31%	13F
Geode Capital	2.37%	13F
Dimensional Fund Advisors	2.11%	13F
State Street	1.35%	13F
Northern Trust	0.75%	13F
Renaissance Technologies	0.46%	13F
Morgan Stanley	0.40%	13F
Goldman Sachs	0.34%	13F
T. Rowe Price	0.32%	13F

Percentages above are of 6,368,410 shares outstanding, as reported by National Bankshares, Inc. on its Form 10-K dated March 27, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 27, 2026. 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 12, 2026, in the 2025-2026 proxy season, 111 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 570 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 90% 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 13, 2026.

National Bankshares, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

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