SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NATIONAL RESEARCH CORPORATION
------------------------------------------------
(Name of Registrant as Specified in its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
NATIONAL RESEARCH CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 27, 2000
To the Shareholders of
National Research Corporation:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
National Research Corporation will be held on Thursday, April 27, 2000, at 10:00
A.M., local time, at The Cornhusker Hotel, 333 South 13th Street, Lincoln,
Nebraska 68508, for the following purposes:
1. To elect two directors to hold office until the 2003
annual meeting of shareholders and until their successors are duly
elected and qualified.
2. To consider and act upon such other business as may
properly come before the meeting or any adjournment or postponement
thereof.
The close of business on March 9, 2000 has been fixed as the record
date for the determination of shareholders entitled to notice of, and to vote
at, the meeting and any adjournment or postponement thereof.
A proxy for the meeting and a proxy statement are enclosed herewith.
By Order of the Board of Directors
NATIONAL RESEARCH CORPORATION
Patrick E. Beans
Secretary
Lincoln, Nebraska
March 29, 2000
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. TO
ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE THE ENCLOSED PROXY, WHICH
IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR NAME APPEARS
THEREON AND RETURN IMMEDIATELY.
<PAGE>
NATIONAL RESEARCH CORPORATION
1033 "O" Street
Lincoln, Nebraska 68508
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 27, 2000
This proxy statement is being furnished to shareholders by the Board
of Directors (the "Board") of National Research Corporation (the "Company")
beginning on or about March 29, 2000 in connection with a solicitation of
proxies by the Board for use at the annual meeting of shareholders to be held on
Thursday, April 27, 2000, at 10:00 A.M., local time, at The Cornhusker Hotel,
333 South 13th Street, Lincoln, Nebraska 68508, and all adjournments or
postponements thereof (the "Annual Meeting") for the purposes set forth in the
attached Notice of Annual Meeting of Shareholders.
Execution of a proxy given in response to this solicitation will not
affect a shareholder's right to attend the Annual Meeting and to vote in person.
Presence at the Annual Meeting of a shareholder who has signed a proxy does not
in itself revoke a proxy. Any shareholder giving a proxy may revoke it at any
time before it is exercised by giving notice thereof to the Company in writing
or in open meeting.
A proxy, in the enclosed form, which is properly executed, duly
returned to the Company and not revoked will be voted in accordance with the
instructions contained therein. The shares represented by executed but unmarked
proxies will be voted FOR the two persons nominated for election as directors
referred to herein and on such other business or matters which may properly come
before the Annual Meeting in accordance with the best judgment of the persons
named as proxies in the enclosed form of proxy. Other than the election of
directors, the Board has no knowledge of any matters to be presented for action
by the shareholders at the Annual Meeting.
Only holders of record of the Company's common stock, $.001 par value
per share (the "Common Stock"), at the close of business on March 9, 2000 are
entitled to vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 7,006,300 shares of Common Stock, each of which
is entitled to one vote per share.
ELECTION OF DIRECTORS
The Company's By-Laws provide that the directors shall be divided into
three classes, with staggered terms of three years each. At the Annual Meeting,
the shareholders will elect two directors to hold office until the 2003 annual
meeting of shareholders and until their successors are duly elected and
qualified. Unless shareholders otherwise specify, the shares represented by the
proxies received will be voted in favor of the election as directors of the two
persons named as nominees herein. The Board has no reason to believe that the
listed nominees will be unable or unwilling to serve as directors if elected.
However, in the event that any nominee should be unable to serve or for good
cause will not serve, the shares represented by proxies received will be voted
for another nominee selected by the Board. Each director will be elected by a
plurality of the votes cast at the Annual Meeting (assuming a
<PAGE>
quorum is present). Consequently, any shares not voted at the Annual Meeting,
whether due to abstentions, broker non-votes or otherwise, will have no impact
on the election of directors. Votes will be tabulated by an inspector of
elections appointed by the Board.
The following sets forth certain information, as of March 9, 2000,
about the Board's nominees for election at the Annual Meeting and each director
of the Company whose term will continue after the Annual Meeting.
Nominees for Election at the Annual Meeting
Terms expiring at the 2003 Annual Meeting
Michael D. Hays, 45, has served as President and Chief Executive
Officer and as a director since he founded the Company in 1981. Prior thereto,
Mr. Hays served for seven years as a Vice President and a director of SRI
Research Center, Inc. (n/k/a the Gallup Organization).
John N. Nunnelly, 47, has served as a director of the Company since
December 1997. Mr. Nunnelly has been the Group President, Financial and
Administrative Solutions Division of the Information Technology Business of
McKessonHBOC, a leader in the healthcare information industry, since January
1999. Mr. Nunnelly previously served as the Senior Vice President and General
Manager for three business units (Amherst Product Group, the Managed Care Group
and the Springfield Company Group) of McKessonHBOC since 1988, and has also
served McKessonHBOC in various other positions during his seventeen year tenure
with the firm, most recently, National Vice President of Sales.
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND URGES
EACH SHAREHOLDER TO VOTE "FOR" SUCH NOMINEES. SHARES OF COMMON STOCK REPRESENTED
BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED "FOR" SUCH NOMINEES.
Directors Continuing in Office
Term expiring at the 2001 Annual Meeting
Patrick E. Beans, 42, has served as Vice President, Treasurer and
Chief Financial Officer of the Company since August 1997, as a director since
October 1997 and as the principal financial officer since he joined the Company
in August 1994. From June 1993 until joining the Company, Mr. Beans was the
finance director for the Central Interstate Low-Level Radioactive Waste
Commission, a five-state compact developing a low-level radioactive waste
disposal plan. From 1979 to 1988 and from June 1992 to June 1993, he practiced
as a certified public accountant.
Term expiring at the 2002 Annual Meeting
Paul C. Schorr, III, 63, has served as a director of the Company since
February 1998. Mr. Schorr has been the President and Chief Executive Officer of
ComCor Holding Inc., an electrical contractor specializing in construction
consulting services, since 1987. Mr. Schorr is also a director of Austins Steaks
& Saloon, Inc. and Ameritas Life Insurance Corp.
-2-
<PAGE>
BOARD OF DIRECTORS
General
The Board has standing Audit and Compensation Committees. The Audit
Committee is responsible for recommending to the Board the appointment of
independent auditors, reviewing and approving the scope of the annual audit
activities of the auditors, approving the audit fee payable to the auditors and
reviewing audit results. John N. Nunnelly (Chairman) and Paul C. Schorr, III are
members of the Audit Committee. The Audit Committee held three meetings in 1999.
The Compensation Committee reviews and recommends to the Board the
compensation structure for the Company's directors, officers and other
managerial personnel, including salary rates, participation in incentive
compensation and benefit plans, fringe benefits, non-cash perquisites and other
forms of compensation, and administers the National Research Corporation 1997
Equity Incentive Plan (the "Equity Incentive Plan") and the National Research
Corporation Director Stock Plan (the "Director Plan"). Paul C. Schorr, III
(Chairman) and John N. Nunnelly are members of the Compensation Committee. The
Compensation Committee held four meetings in 1999.
The Board has no standing nominating committee. The Board selects the
director nominees to stand for election at the Company's annual meetings of
shareholders and to fill vacancies occurring on the Board. The Board will
consider nominees recommended by shareholders, but has no established procedures
which shareholders must follow to make a recommendation. The Company's By-Laws
also provide for shareholder nominations of candidates for election as
directors. These provisions require such nominations to be made pursuant to
timely notice (as specified in the By-Laws) in writing to the Secretary of the
Company. The shareholder's notice must contain information relating to the
nominee which is required to be disclosed by the Company's By-Laws and the
Securities Exchange Act of 1934.
The Board held four meetings in 1999. Each director attended all of
the meetings of the Board and all of the meetings held by all committees of the
Board on which such director served during the year.
Director Compensation
Directors who are executive officers of the Company receive no
compensation for service as members of either the Board or committees thereof.
Directors who are not executive officers of the Company receive an annual
retainer of $10,000 and a fee of $500 for each committee meeting attended.
Additionally, directors are reimbursed for out-of-pocket expenses associated
with attending meetings of the Board and committees thereof.
Pursuant to the Director Plan, each director who is not an employee of
the Company receives an annual grant of an option to purchase 1,000 shares of
Common Stock on the date of each annual meeting of shareholders. The options
have an exercise price equal to the fair market value of the Common Stock on the
date of grant and vest one year after the grant date.
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<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of March 9, 2000 by: (i) each director
and nominee; (ii) each of the executive officers named in the Summary
Compensation Table set forth below; (iii) all of the directors, nominees and
executive officers (including the executive officers named in the Summary
Compensation Table) as a group; and (iv) each person or other entity known by
the Company to own beneficially more than 5% of the Common Stock. Except as
otherwise indicated in the footnotes, each of the holders listed below has sole
voting and investment power over the shares beneficially owned.
Shares of Percent of
Common Stock Common Stock
Beneficially Beneficially
Name of Beneficial Owner Owned Owned
------------------------ --------------- ------------
Michael D. Hays (1)........................ 4,866,282 69.5%
Jona S. Raasch............................. 68,540(2) *
Patrick E. Beans........................... 47,403(3) *
Paul C. Schorr, III........................ 11,000(4)(5) *
John N. Nunnelly........................... 6,800(5) *
All directors, nominees and executive
officers as a group (5 persons).......... 5,000,025(5) 71.4%
- -----------------------
* Denotes less than 1%.
(1) The address of Michael D. Hays is 1033 "O" Street, Lincoln, Nebraska 68508.
(2) Includes 1,000 shares owned by Ms. Raasch's husband, 1,350 shares held by
Ms. Raasch as power of attorney for her father and 100 shares owned by Ms.
Raasch's minor children.
(3) Includes 1,500 shares held by Mr. Beans as custodian for his minor children
and 11,228 shares owned by four trusts for which Mr. Beans is the sole
trustee.
(4) Includes 1,000 shares owned by The Schorr Family Company, Inc., which Mr.
Schorr manages, and 8,000 shares owned by Mr. Schorr's wife.
(5) Includes shares of Common Stock that may be purchased under currently
exercisable stock options, as follows: Mr. Schorr, 2,000 shares; Mr.
Nunnelly, 2,000 shares; and all directors, nominees and executive officers
as a group, 4,000 shares.
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<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Information
The following table sets forth certain information concerning the
compensation earned in each of the last two fiscal years by the Company's Chief
Executive Officer and each of the Company's four other most highly compensated
executive officers whose total cash compensation exceeded $100,000 in the fiscal
year ended December 31, 1999. The persons named in the table are sometimes
referred to herein as the "named executive officers."
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
Securities Long-Term
Other Annual Underlying Incentive All Other
Name and Compensation Stock Compensation Compensation
Principal Position Year Salary($) Bonus($) ($)(1) Options(#) Payouts($) ($)
------------------ ---- -------- ---------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Michael D. Hays 1999 $140,000 -- -- -- -- $1,523(2)
President and Chief 1998 140,000 -- -- -- -- 1,523
Executive Officer 1997 140,000 $70,000 -- -- -- 1,523
Jona S. Raasch 1999 120,000 -- -- 7,500 -- --
Vice President and Chief 1998 115,997 30,000 -- -- -- --
Operations Officer 1997 72,472 954,737(3) -- -- -- 906
Patrick E. Beans 1999 100,000 -- -- 11,250 -- --
Vice President, Treasurer 1998 98,853 22,500 -- -- -- --
and Chief Financial Officer 1997 72,472 954,737(3) -- -- -- 906
- -------------------
(1) Certain personal benefits provided by the Company to the named executive officers are not included in the table. The
aggregate amount of such personal benefits for each named executive officer in each year reflected in the table did not
exceed the lesser of $50,000 or 10% of the sum of such officer's salary and bonus in each respective year.
(2) Premiums for disability insurance paid by the Company for the benefit of Mr. Hays.
(3) Includes an $870,000 special cash bonus awarded in 1997 in connection with the initial public offering of the Common Stock
and prior to termination of the Company's S Corporation status to allow the purchase of shares of Common Stock.
</TABLE>
Stock Options
The Company has in effect the Equity Incentive Plan pursuant to which
options to purchase Common Stock may be granted to employees of the Company,
including officers and employee-directors. The following table presents certain
information as to grants of stock options made during 1999 to Jona S. Raasch and
Patrick E. Beans. No other named executive officer was granted options in 1999.
-5-
<PAGE>
<TABLE>
Option Grants in 1999 Fiscal Year
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of
Individual Grants Stock Price Appreciation for
------------------------------------------------------------ Option Term(2)
Number of Percent of ----------------------------
Securities Total Options At 0% At 5% At 10%
Underlying Granted to Exercise or Annual Annual Annual
Options Employees in Base Price Expiration Growth Growth Growth
Name Granted (#)(I) Fiscal Year ($/Share) Date Rate Rate Rate
---- -------------- ------------- ----------- ---------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Jona S. Raasch........... 7,500 5.6% $4.00 12/13/04 0 $8,288 $18,315
Patrick E. Beans......... 11,250 8.4% $4.00 12/13/04 0 $12,433 $27,473
- -----------------
(1) The options reflected in the table (which are nonstatutory options for purposes of the Internal Revenue Code) were granted on
December 13, 1999 and will become exercisable in 33 1/3% increments on December 13, 2000, 2001 and 2002.
(2) This presentation is intended to disclose the potential value which would accrue to the optionee if the option were exercised
the day before it would expire and if the per share value had appreciated at the compounded annual rate indicated in each
column. The assumed rates of appreciation of 5% and 10% are prescribed by the rules of the Securities and Exchange Commission
regarding disclosure of executive compensation. The assumed annual rates of appreciation are not intended to forecast
possible future appreciation, if any, with respect to the price of the Common Stock.
</TABLE>
The following table sets forth information regarding the exercise of
stock options by the named executive officers during 1999 and the year-end value
of unexercised options held by such persons. Mr. Hays did not hold any options
to acquire Common Stock as of December 31, 1999 and is accordingly not reflected
in the table.
<TABLE>
Aggregated Option Exercises in 1999
Fiscal Year and Fiscal Year-End Option Values
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Shares Year-End(#) at Fiscal Year-End ($)(1)
Acquired on Value ---------------------------- ----------------------------
Name Exercise (#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jona S. Raasch........ -- -- 0 7,500 -- (2)
Patrick E. Beans...... -- -- 0 11,250 -- (2)
- --------------------
(1) The dollar values are calculated by determining the difference between the fair market value of the underlying Common Stock
and the exercise price of the options at exercise or fiscal year-end, respectively.
(2) Not applicable. The fair market value of the underlying Common Stock at fiscal year-end was equal to the exercise price of
the options.
</TABLE>
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<PAGE>
Report on Executive Compensation
The Compensation Committee of the Board of Directors is responsible
for all aspects of the Company's compensation package offered to its corporate
officers, including the named executive officers. The following report was
prepared by members of the Compensation Committee.
The Company's executive compensation program is designed to promote a
strong, direct relationship between performance (on both a Company and
individual level) and compensation and to base compensation on the Company's
quarterly, annual and long-term performance goals by rewarding above-average
corporate performance and recognizing individual initiative and achievement. The
Company has developed an overall compensation strategy and specific compensation
plans that are intended to be an effective tool for fostering the creation of
shareholder value and the execution of the Company's business plan. The overall
objectives of this strategy are to make executive compensation generally
competitive, with a substantial portion of such compensation contingent upon
Company and individual performance, and to encourage equity ownership by the
Company's executive officers so that their interests are closely aligned with
the interests of shareholders.
During 1996, the Company retained a nationally-recognized compensation
consultant to advise it with respect to compensation issues. The first step in
the overall review of executive compensation was an analysis of the duties and
responsibilities of each Company executive. Subsequently, the Company's
consultant compared the compensation for each Company executive with general
market data for individuals with comparable job responsibilities. The Company's
consultant summarized its conclusions on Company executive compensation in a
report finalized in late 1997. The results of this study have provided, and will
continue to provide in 2000, the framework for determining compensation for
executives of the Company.
The key elements of the Company's executive compensation program
consist of base salary, annual bonus and stock options, which, based on the
Company's consultant's recommendations, approximate 50%, 25% and 25%,
respectively, of aggregate compensation. A general description of the elements
of the Company's compensation program, including the bases for the compensation
awarded to the Company's Chief Executive Officer for 1999, are discussed below.
Base Salary. Base salaries are initially determined by evaluating the
responsibilities of the position, the experience and contributions of the
individual and the salaries for comparable positions in the competitive
marketplace. Base salary levels for the Company's executive officers are
generally positioned at the midpoint of the range for comparable positions in
companies of similar size offering similar services. While the Company believes
it offers competitive base salaries, the Company attempts to keep executive base
salary increases as low as possible in order to limit the Company's exposure if
performance targets are not met.
Annual Bonus. The Company's executive officers are eligible for annual
cash bonus awards under the Company's incentive compensation program. Under this
program, Company and individual performance objectives are established at the
beginning of each year. Company performance objectives are based on the Company
obtaining certain levels of net profits. Individual performance objectives are
oriented to long-term objectives of the Company, with stated goals and
activities to achieve those objectives specified for each individual.
Stock Options. The Equity Incentive Plan is designed to encourage and
create ownership of Common Stock by key executives, thereby promoting a close
identity of interests between the
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<PAGE>
Company's management and its shareholders. The Equity Incentive Plan is designed
to motivate and reward executives for long-term strategic management and the
enhancement of shareholder value. The Compensation Committee has determined that
stock option grants to the Company's employees, including key executive
officers, are consistent with the Company's best interest and the Company's
overall compensation program.
Stock options are granted with an exercise price equal to the market
value of the Common Stock on the date of grant. Vesting schedules are designed
to encourage the creation of shareholder value over the long-term since the full
benefit of the compensation package cannot be realized unless stock price
appreciation occurs over a number of years and the executive remains in the
Company's employ.
Two of the named executive officers, Mr. Beans and Ms. Raasch, were
granted stock options in 1999 based on the achievement of individual performance
goals for 1998. See above under "--Stock Options." The Compensation Committee
does not intend to grant stock options to key executive officers in 2000 based
upon individual performance criteria for 1999.
Chief Executive Officer Compensation. During 1999, the Company's Chief
Executive Officer, Michael D. Hays, was paid a salary of $140,000 and was not
awarded a bonus. In evaluating Mr. Hays' performance during 1999, the
Compensation Committee considered the Company's overall financial performance
and the achievement of long-term objectives of the Company.
Section 162 (m) Limitation. The Company anticipates that all 2000
compensation to executives will be fully deductible under Section 162(m) of the
Internal Revenue Code. Therefore, the Company determined that a policy with
respect to qualifying compensation paid to executive officers for deductibility
is not necessary.
NATIONAL RESEARCH CORPORATION
COMPENSATION COMMITTEE
Paul C. Schorr, III, Chairman
John N. Nunnelly
PERFORMANCE INFORMATION
The following graph compares on a cumulative basis changes since
October 10, 1997 (the date on which the Common Stock was first publicly traded)
in (a) the total shareholder return on the Common Stock with (b) the total
return on the Nasdaq Stock Market (U.S.) Index and (c) the total return on the
Russell 2000 Index. Such changes have been measured by dividing (a) the sum of
(i) the amount of dividends for the measurement period, assuming dividend
reinvestment, and (ii) the difference between the price per share at the end of
and the beginning of the measurement period, by (b) the price per share at the
beginning of the measurement period. The graph assumes $100 was invested on
October 10, 1997 in Common Stock, the Nasdaq Stock Market (U.S.) Index and the
Russell 2000 Index.
The Russell 2000 Index is an index of companies with market
capitalizations similar to the Company. The Company has selected this index
because, at this time, the Company does not believe it can reasonably identify a
peer group for comparison. The Company believes that an index of
-8-
<PAGE>
companies with similar market capitalizations provides a reasonable basis for
comparing total shareholder returns.
[Chart/graph omitted]
<TABLE>
<CAPTION>
October 10, December 31, December 31, December 31,
1997 1997 1998 1999
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
NATIONAL RESEARCH CORPORATION ......... $100 $44.17 $ 31.67 $ 26.67
NASDAQ STOCK MARKET (U.S.) INDEX ...... 100 90.55 127.60 230.52
RUSSELL 2000 INDEX .................... 100 99.73 93.30 91.91
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers to file reports concerning their
ownership of Company equity securities with the Securities and Exchange
Commission and the Company. Based solely upon information provided to the
Company by individual directors and executive officers, the Company believes
that during the fiscal year ended December 31, 1999 all of its directors and
executive officers complied with the Section 16(a) filing requirements.
MISCELLANEOUS
Independent Auditors
KPMG LLP acted as the independent auditors for the Company in 1999 and
it is anticipated that such firm will be similarly appointed to act in 2000.
Representatives of KPMG LLP are expected to be present at the Annual Meeting
with the opportunity to make a statement if they so desire. Such representatives
are also expected to be available to respond to appropriate questions.
-9-
<PAGE>
Shareholder Proposals
Proposals which shareholders of the Company intend to present at and
have included in the Company's proxy statement for the 2001 annual meeting
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended
("Rule 14a-8"), must be received by the Company by the close of business on
November 29, 2000. In addition, a shareholder who otherwise intends to present
business at the 2001 annual meeting (including, nominating persons for election
as directors) must comply with the requirements set forth in the Company's
By-Laws. Among other things, to bring business before an annual meeting, a
shareholder must give written notice thereof, complying with the By-Laws, to the
Secretary of the Company not less than 60 days and not more than 90 days prior
to the second Wednesday in the month of April (subject to certain exceptions if
the annual meeting is advanced or delayed a certain number of days). Under the
By-Laws, if the Company does not receive notice of a shareholder proposal
submitted otherwise than pursuant to Rule 14a-8 (i.e., proposals shareholders
intend to present at the 2001 annual meeting but do not intend to include in the
Company's proxy statement for such meeting) prior to February 10, 2001, then the
notice will be considered untimely and the Company will not be required to
present such proposal at the 2001 annual meeting. If the Board of Directors
chooses to present such proposal at the 2001 annual meeting, then the persons
named in proxies solicited by the Board of Directors for the 2001 annual meeting
may exercise discretionary voting power with respect to such proposal.
Other Matters
The cost of soliciting proxies will be borne by the Company. In
addition to soliciting proxies by mail, proxies may be solicited personally and
by telephone by certain officers and regular employees of the Company. The
Company will reimburse brokers and other nominees for their reasonable expenses
in communicating with the persons for whom they hold Common Stock.
By Order of the Board of Directors
NATIONAL RESEARCH CORPORATION
Patrick E. Beans
Secretary
March 29, 2000
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<PAGE>
NATIONAL RESEARCH CORPORATION
2000 ANNUAL MEETING OF SHAREHOLDERS
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Michael D. Hays and Patrick E. Beans, and each
of them, as Proxies with the power of substitution (to act jointly or if only
one acts then by that one) and hereby authorizes them to represent and to vote
as designated below all of the shares of Common Stock of National Research
Corporation held of record by the undersigned on March 9, 2000, at the annual
meeting of shareholders to be held on April 27, 2000, or any adjournment or
postponement thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this proxy will be voted
"FOR" the election of the Board's nominees.
PLEASE DETACH BELOW, SIGN, DATE AND RETURN USING THE ENVELOPE PROVIDED
...............................................................................
<PAGE>
<TABLE>
<CAPTION>
NATIONAL RESEARCH CORPORATION 2000 ANNUAL MEETING
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS: 1 - Michael D. Hays [ ] FOR the nominees listed [ ] WITHHOLD AUTHORITY to vote for
(Terms expiring at the 2 - John N. Nunnelly to the left (except as the nominees listed to the left.
2003 Annual Meeting) specified below).
---------------------------------------
(Instructions: To withhold authority to vote for any indicated nominee, write the -> [ ]
number(s) of the nominee(s) in the box provided to the right.) [ ]
---------------------------------------
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
Check appropriate box Date ___________________, 2000 NO. OF SHARES
Indicate changes below: ---------------------------------------
Address Change? [ ] Name Change? [ ] [ ] Please check [ ]
this box if you [ ]
plan to attend [ ]
the Annual Meeting. ---------------------------------------
Number of persons Signature(s) in Box
attending: Please sign exactly as name appears
-------- hereon. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
</TABLE>
