National Bankshares, Inc. (NASDAQ:NKSH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On May 9, 2017 James G. Rakes announced that he was retiring as
President and Chief Executive Officer of National Bankshares,
Inc. (the Company) effective August 31, 2017. Mr. Rakes will also
retire as Chairman of the Board of Directors and as a director of
the National Bank of Blacksburg (National Bank), the Companys
wholly owned banking subsidiary, and as Chairman of the Board of
Directors, President and Chief Executive Officer of National
Bankshares Financial Services, Inc., the Companys wholly owned
financial services subsidiary. Mr. Rakes will continue to serve
as a director of the Company through his current term, which ends
at the annual shareholder meeting in 2019. Mr. Rakes and the
Company have entered into an agreement to which Mr. Rakes will
remain as Chairman of the Companys Board of Directors until the
end of his current term as a director. The agreement with Mr.
Rakes provides that, in return for his agreement to continue to
serve in this capacity and provide his expertise and experience
to the Company beginning on the date of his retirement Mr. Rakes
will be entitled to receive an annual retainer of $75,000; the
retainer and attendance fees paid to other board members; a
vehicle and an appropriate office at the Company.

The current President and Chief Executive Officer of the National
Bank, will assume the position of President and Chief Executive
Officer in succession to Mr. Rakes on September 1, 2017. Mr.
Denardo is 64 years old and joined the National Bank as Vice
President in 1983. He was promoted to Executive Vice President of
Loans in 1989. In 2002 he became the Banks Executive Vice
President and Chief Operating Officer. He joined the National
Bank Board of Directors in the same year. In 2014 Mr. Denardo
became the President and Chief Executive Officer of the National
Bank. He has been the Executive Vice President of the Company
since 2008.

Item 9.01Financial Statements and Exhibits

(d)The following exhibit is included with this report:

Page 2 of 3 Pages

About National Bankshares, Inc. (NASDAQ:NKSH)

National Bankshares, Inc. (NBI) is a financial holding company. The Company conducts its operations through its community bank subsidiary, the National Bank of Blacksburg (NBB or the Bank). NBB offers a range of retail and commercial banking services to individuals, businesses, non-profits and local governments. NBB, which does business as National Bank, focuses lending on small and mid-sized businesses and individuals. NBB’s loan types include commercial and agricultural, commercial real estate, construction for commercial and residential properties, residential real estate, home equity and various consumer loan products. The Company’s investment portfolio includes corporate bonds. NBI’s primary source of funds is deposits. Deposit products offered by the Bank include interest-bearing and non-interest bearing demand deposit accounts, money market deposit accounts, savings accounts, certificates of deposit and individual retirement accounts.

National Bankshares, Inc. (NASDAQ:NKSH) Recent Trading Information

National Bankshares, Inc. (NASDAQ:NKSH) closed its last trading session down -0.10 at 40.40 with 5,599 shares trading hands.