false 0000071557 0000071557 2026-05-20 2026-05-20

 

 

 

 

Date of report (Date of earliest event reported)

 

(Exact name of registrant as specified in its charter)

 

 

(Address of principal executive offices, including zip code)

 

(Registrant's telephone number, including area code)

 

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 (see General Instruction A.2):

 

☐ 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 (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§230.12b-2 of this chapter). Emerging growth company Yes ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 20, 2026, Nathan D. Knuth notified the Board of Directors of Nuvera Communications, Inc. (the “Company”) that he was resigning from the Company’s Board of Directors effective at the end of the Company’s 2026 Annual Meeting of Shareholders that was held on May 21, 2026, at 10:00 a.m. Central Time. Mr. Knuth’s resignation was to allow him to spend more time on his other professional commitments and activities, and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Item 5.07 – Submission of Matters to a Vote of Security Holders

 

The Company held its 2026 Annual Meeting of Shareholders on May 21, 2026, virtually via live webcast at www.virtualshareholdermeeting.com/NUVR2026. Proxies representing 3,597,361 shares, or 68.97% of the 5,215,348 outstanding shares entitled to vote were present at the Annual Meeting, which constituted a quorum. The shareholder voting results for the election of two directors, and the two other matters submitted to shareholders are as follows:

 

Proposal 1. Two directors were elected to serve until the 2029 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, as follows:

 

 

 

Proposal 2. Shareholders ratified the appointment of Olsen, Thielen & Company, Ltd. as the Company’s independent registered public accounting firm for the 2026 fiscal year, as follows:

 

 

 

Proposal 3. Shareholders approved a shareholder proposal presented at the Annual Meeting, as follows:

 

 

 

 

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.