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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


___________________________


FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  May 10, 2017 (May 9, 2017)


____________________________


NATIONAL HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)


____________________________



Delaware

(State or other jurisdiction of incorporation)

001-13489

(Commission File Number)

52-2057472

(I.R.S. Employer Identification No.)


100 Vine Street

Murfreesboro, Tennessee

(Address of Principal Executive Offices)



37130

(Zip Code)


Registrants telephone number, including area code:  (615) 890-2020



Not Applicable

(Former name or former address, if changed since last report)


__________________________________



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))





ITEM 5.07.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


The Annual Meeting of Shareholders of National HealthCare Corporation was held on May 9, 2017.  As of the record date, there were a total of 15,179,930 shares of Common Stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 13,287,375 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present. The following is a summary of the matters voted upon by the Company's shareholders at the Annual Meeting and the related results:


1. The Reelection Of W. Andrew Adams, Ernest G. Burgess, and Emil E. Hassan as directors to hold office for a three (3) year term and the election of Stephen F. Flatt as a new director to hold office for a two (2) year term and until their successors have been duly elected and qualified;




For


Against


Abstain


Broker Non-Votes

W. Andrew Adams


8,121,978


2,728,566


2,000


2,434,831

Ernest G. Burgess, III


7,307,276


3,543,375


1,893


2,434,831

Emil E. Hassan


9,889,624


892,536


70,384


2,434,831

Stephen F. Flatt


8,648,302


2,202,387


1,855


2,434,831



2.   To authorize and approve an amendment to the Certificate of Incorporation of the Company to increase the number of authorized shares from thirty million to forty-five million;



For


Against


Abstain


Broker Non-Votes


11,604,610


1,665,351


17,414


0


3.   To ratify the 2017 NHC Executive Officer Performance Based Compensation Plan (the 2017 Compensation Plan);



For


Against


Abstain


Broker Non-Votes


9,184,000


1,654,392


14,152


2,434,831


4.   To consider an advisory vote on compensation of our named executive officers;



For


Against


Abstain


Broker Non-Votes


10,728,890


103,484


20,170


2,434,831


5.   To consider an advisory vote on the frequency of the advisory vote on compensation of our named executive officers.



1 Year


2 Years


3 Years


Abstain


4,887,247


351,956


5,558,333


55,008


After considering these results, and consistent with its own recommendation, the board of directors of the

Company has determined to provide the Companys shareholders with an advisory vote on the Companys

approach to executive compensation every three years until the next vote on the frequency of such advisory votes.



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

May 10, 2017

NATIONAL HEALTHCARE CORPORATION

By:  /s/ Stephen F. Flatt

Name: Stephen F. Flatt

Title:   CEO