NUVR Nuvera Communications, Inc. - 8-K

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:

Nominees

Votes For

Votes Withheld

Broker Non-Votes

James J. Seifert

2,431,698

265,674

899,989

Colleen R. Skillings

2,320,884

376,488

899,989

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:

Votes For

Votes Against

Abstentions

3,567,114

7,896

22,351

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

Votes For

Votes Against

Abstentions

Broker Non-Votes

1,936,182

332,009

402,394

906,346