The Nominating Committee of the Board interviewed the nominees put forward by Driver Management Company,
LLC, a New York activist investor, and found that they would not bring additive skills or expertise to the Board.
“Now is not the time to overhaul
our Board, strategy or approach,” said Denardo. “Our Board is well positioned to manage challenging times and has deep experience through previous periods of market and economic uncertainty. Given the recent volatility the banking sector
has seen, replacing seasoned directors with inexperienced ones would be a mistake. This Board has ensured that the Company has ample capital and liquidity, putting us in a strong position to withstand any challenge. We have taken action on items
that investors have expressed interest in, including returning capital to shareholders and evolving our compensation program. We will remain open to any ideas from shareholders on how we can best drive long-term value.”
The Company also proposed that shareholders approve a new stock incentive plan, which will support changes to the compensation structure for senior management
and the Board. This proposal, which was based on feedback from shareholders and ISS, would allow the Company to implement Board-approved changes to the current compensation program from an all-cash framework
to one where senior management are compensated in part with Company stock based on achievement of certain target performance metrics. The Board would also be compensated partly in Company stock instead of
all-cash.
“We’ve created a compensation plan that even more closely aligns the interests of
shareholders, the Board and senior executives,” said Denardo. “We appreciate hearing from investors on this topic and have taken action that incorporates shareholders’ suggestions. We urge shareholders to support approval of the stock
incentive plan when they vote their proxy card.”
About National Bankshares
National Bankshares, Inc., headquartered in Blacksburg, Virginia, is the parent company of The National Bank of Blacksburg, which does business as National
Bank, and of National Bankshares Financial Services, Inc. National Bank is a community bank operating from 24 full-service offices, primarily in southwest Virginia, and three loan production offices. National Bankshares Financial Services,
Inc. is an investment and insurance subsidiary in the same trade area. The Company’s stock is traded on the Nasdaq Capital Market under the symbol “NKSH.”
Forward-looking Statements
This press release contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by use of words such as “may,” “will,” “anticipates,”
“believes,” “expects,” “plans,” “estimates,” “potential,” “continue,” “should,” and similar words or phrases. These statements are based upon current and anticipated economic
conditions, nationally and in the Company’s market, interest rates and interest rate policy, competitive factors, and other conditions which by their nature, are not susceptible to accurate forecast and are subject to significant uncertainty.
Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. For details on factors
that could affect these expectations, see the risk factors and other cautionary language included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and in the
Company’s other periodic and current reports filed with the SEC. Readers are cautioned against placing undue reliance on any such forward-looking statements. The Company’s past results are not necessarily indicative of future performance.