661 East Davis Street, Elba, Alabama 36323

Notice of Annual Meeting of Stockholders

May 21, 2021

To the Stockholders of The National Security Group, Inc.:

Notice is hereby given of the Annual Meeting of Stockholders of The National Security Group, Inc., a Delaware corporation (the "Company"), to be held at the principal executive offices of the Company, 661 East Davis Street, Elba, Alabama, on Friday, May 21, 2021, at 10:00 a.m., Central Daylight Time, for the purpose of considering and acting upon the following:

  1. The election of four (4) members to the Board of Directors to serve three-year terms and one (1) member of the Board to serve a two-year term, until their successors are duly elected and qualified (Proposal One);
  2. To ratify selection of independent auditors (Proposal Two);
  3. To approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in this Proxy Statement (Proposal Three);
  4. The transaction of such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

The close of business on March 24, 2021, has been fixed as the record date for determination of stockholders entitled to notice of, and to vote at the Annual Meeting of Stockholders. Stockholders are cordially invited to attend the Annual Meeting in person.

In addition to voting by proxy, you may use the Internet to transmit your voting instructions. Online voting is available at www.proxyvote.com. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May 20, 2021. Telephone voting is available by calling 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, on May 20, 2021. Please have your proxy card in hand when you call or access the web page and then follow the instructions.

The Company's Proxy Statement is submitted herewith, together with the Annual Report for the year ended December 31, 2020, and is also available in the "Investors" section of our website at www.nationalsecuritygroup.com. You may also request a copy through www.proxyvote.com using your Control Number.

BY ORDER OF THE BOARD OF DIRECTORS

Elba, Alabama

Laura Williams Jordan

April 7, 2021

Secretary

Your Vote is Important

Whether or not you expect to attend in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Early submittal of your proxy will not prevent you from voting your shares in person if you desire to attend, as your proxy is revocable at your option.

Table of Contents

Proxy Statement......................................................................................................................................................................

1

Voting Securities and Securities Ownership..........................................................................................................................

1

Stock Ownership of Certain Beneficial Owners, Directors, Nominees and Executive Officers............................................

3

Proposal One: Election of Directors......................................................................................................................................

4

Proposal Two: Ratification of Company Independent Auditors...........................................................................................

5

Independent Registered Public Accounting Firm's Fees........................................................................................................

6

Proposal Three: Advisory Vote Executive Compensation....................................................................................................

6

Board of Directors..................................................................................................................................................................

7

Director Compensation...................................................................................................................................................

9

Selection of Directors......................................................................................................................................................

10

Board Leadership Structure and Risk Oversight.............................................................................................................

10

Corporate Governance.....................................................................................................................................................

11

Meetings and Executive Sessions of the Board...............................................................................................................

11

Committees of the Board.................................................................................................................................................

11

Independent Directors.....................................................................................................................................................

12

Stockholder Communication with Directors...................................................................................................................

12

Certain Relationships and Related Transactions....................................................................................................................

12

Audit Committee Pre-ApprovalPolicies and Procedures......................................................................................................

12

Compensation Discussion and Analysis.................................................................................................................................

12

Report of Compensation Committee......................................................................................................................................

15

Compensation Committee Interlocks and Insider Participation.............................................................................................

15

Audit Committee Report........................................................................................................................................................

15

Company Performance...........................................................................................................................................................

16

Stock Ownership of Certain Beneficial Owners.....................................................................................................................

17

Delinquent Section 16(a) Reports..........................................................................................................................................

17

Stockholders' Proposals..........................................................................................................................................................

17

Transfer Agent and Registrar.................................................................................................................................................

17

Annual Reports and Financial Statement...............................................................................................................................

17

Other Matters..........................................................................................................................................................................

17

Important Notice Regarding Delivery of Stockholder Documents........................................................................................

18

Incorporation by Reference....................................................................................................................................................

18

Signature.................................................................................................................................................................................

18

661 East Davis Street, Elba, Alabama 36323

Proxy Statement

For Annual Meeting of Stockholders

May 21, 2021

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of The National Security Group, Inc. (the "Company"), to be voted at the Annual Meeting of Stockholders of the Company to be held at 10:00 a.m. (Central Time) on May 21, 2021, at the Conference Center located adjacent to the principal executive offices of the Company, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders ("Annual Meeting"). Any reference to "the Group" or any use of the terms "Company," "we," "us" or "our" in this proxy statement refers to The National Security Group, Inc. Any reference to "the Group" or any use of the terms "Company," "we," "us" or "our" in this Proxy Statement refers to The National Security Group, Inc. This Proxy Statement, dated April 7, 2021, is being mailed to holders of the Company common stock on or about March 24, 2021.

At the Annual Meeting, the stockholders of the Company will vote on matters noted in the proxy. If the enclosed proxy is properly signed and returned, your shares will be voted on all matters that properly come before the Annual Meeting for a vote. If instructions are specified in your signed proxy with respect to matters being voted upon, your shares will be voted in accordance with your instructions. If no instructions are so specified, your shares will be voted "FOR" the election of the persons nominated as directors in the Proxy Statement, "FOR" the ratification of selection of independent auditors and "FOR" the approval of the compensation of the Company's named executive officers as disclosed in this Proxy Statement.So far as is now known, there is no business to be acted upon at the Annual Meeting other than as set forth above, and it is not anticipated that other matters will be brought before the Annual Meeting. If, however, other appropriate matters are duly brought before the Annual Meeting, the persons appointed as proxy agents will have discretion to vote or act thereon according to their own judgment.

Whether or not you attend the Annual Meeting, your vote is important. Accordingly, you are asked to sign and return the accompanying proxy, regardless of the number of shares you own. Shares can be voted at the Annual Meeting only if the holder is present or represented by proxy. Shares of common stock represented by a properly executed and returned proxy will be treated as present at the Annual Meeting for purposes of determining a quorum without regard to whether the proxy is marked as casting a vote for or against or abstaining with respect to a particular matter. In addition, shares of common stock represented by "broker non-votes" (i.e., shares of common stock held in record name by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote, (ii) the broker or nominee does not have discretionary voting power or (iii) the record holder has indicated that it does not have authority to vote such shares on the matter) generally will be treated as present for the purposes of determining a quorum. The affirmative vote of the holders of a majority of the outstanding shares of common stock of the Company present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required for the election of the nominees to the Board of Directors. With respect to this matter, an abstention will have the same effect as a negative vote, but because shares held by brokers will not be considered entitled to vote on matters as to which brokers would hold authority, a broker non-vote will have no effect on the vote.

A proxy may be revoked at any time prior to its exercise (i) by filing with the Secretary of the Company either an instrument revoking the proxy or a duly executed proxy bearing a later date or (ii) by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting by itself will not revoke a proxy.

Voting Securities and Securities Ownership

The Board of Directors has fixed the close of business on March 24, 2021, as the record date for the determination of stockholders who are entitled to notice of, and to vote at the Annual Meeting and any adjournments thereof. On the record date, the Company had outstanding 2,530,370 shares of common stock, the holders of which are entitled to one vote per share. No shares of any other class of common stock are issued or outstanding. The Company has retained Broadridge Financial Solutions, Inc. to assist in the distribution of proxy materials and solicitation of votes. The Company bears all costs associated with the distribution and solicitation.

Proposal One: Directors are elected by a plurality of the votes cast at the Annual Meeting on this proposal, and the nominees

1

who receive the most votes will be elected. Your vote is important. Whether or not you expect to attend in person, we urge you to vote your shares at your earliest convenience.. Early submittal of your proxy will not prevent you from voting your shares in person if you desire to attend, as your proxy is revocable at your option. Your brokerage firm or other nominee may not vote your shares with respect to Proposal One without specific instructions from you as to how to vote with respect to the election of each of the nominees for director, because election of directors is not considered a "routine" matter under the NASDAQ rules. Abstentions and broker non-votesrepresented by submitted proxies will not be taken into account in determining the outcome of the election of directors.

Proposal Two: To be approved, this proposal must receive an affirmative majority of the total votes cast "FOR" and "AGAINST" this proposal at the meeting. Proposal Two is considered a "routine" matter under the NASDAQ rules and, therefore, brokerage firms and nominees that are members of the NASDAQ have the authority under those rules to vote their customers' unvoted shares on Proposal Two if the customers have not furnished voting instructions within a specified period of time prior to the meeting.

Proposal Three: To be approved, this proposal must receive an affirmative majority of the total votes cast "FOR" and "AGAINST" this proposal at the meeting without regard to broker non-votes or abstentions.

2

Stock Ownership of Certain Beneficial Owners, Directors, Nominees and Executive Officers

The following table sets forth information with respect to the holdings of: (1) each person known to us to be the beneficial owner of more than 5% of our common stock; (2) directors and executive officers; (3) all directors, executive officers and certain beneficial owners as a group; and (4) shares held in the employee stock ownership plan. This information is as of the record date, except as otherwise indicated. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated.

Names

Number of Shares

Percent of

Owned1

Common Stock

W. L. Brunson, Jr.

445,178

2, 3

17.59 %

Andrew J. Abernathey

380,499

4

15.04 %

Winfield Baird**

121,221

4.79 %

Jack E. Brunson

118,568

5

4.69 %

Fred Clark, Jr.

101,325

4.00 %

Donald S. Pittman

40,863

1.61 %

Brian R. McLeod

31,023

1.23 %

James B. Saxon**

24,038

*

Mickey L. Murdock

23,813

*

Frank B. O'Neil

19,311

*

Charles B. Arnold

17,400

*

Walter P. Wilkerson

11,273

*

L. Brunson White

10,038

*

Fleming G. Brooks

8,265

*

Elizabeth B. Crawford

4,375

*

Directors, Executive Officers and Certain Beneficial Owners (as a group, 15 persons

1,357,190

6

53.63 %

including persons named above)

National Security Employee Stock Ownership Plan (excluding shares included above)

85,604

3.38 %

1,442,794

57.01 %

** Director Emeritus (non-voting member of the board)

* Less than 1%

1For purposes of this table, an individual is considered to "beneficially own" any shares of the Company if he or she directly or indirectly has or shares (i) voting power, which includes power to vote or direct voting of the shares; or (ii) investment power, which includes the power to dispose or direct the disposition of the shares. All amounts include stock held in a spouse's name.

2Includes stock held in Brunson Properties, a partnership (W.L. Brunson Estate), W. L. Brunson, Jr., Managing Partner.

3Includes 57,713 shares held by the Jerry B. Brunson Marital Trust and the Jerry B. Brunson Family Trust. Sara B. Brunson and W. L. Brunson, Jr. co- trustees. W. L. Brunson, Jr. disclaims beneficial ownership of these shares.

4Includes 380,499 shares owned by Meridian Investments I, LLC. Andrew Abernathey is the President and sole director of Meridian Investments I, LLC and holds sole voting and dispositive power over the securities held by Meridian Investments I, LLC.

5Includes 45,641 shares held in Jack R. Brunson Estate.

6Includes 32,228 units held in 401-K plan and 19,501 units held in the National Security Employee Stock Ownership Plan.

On January 18, 2013, the Board of Directors of National Security Group, Inc. adopted the recommendation of its Compensation Committee that established a stock ownership target for Independent Directors of 3,000 shares or an amount of shares equal to three years' annual Board cash compensation, whichever amount of shares is greater. The stock ownership target is intended to encourage Director ownership of National Security Group, Inc. common stock so as to further align the interests of the Independent Directors with our stockholders. Directors will obtain, then maintain, this level of stock ownership within their first three years of Board service, or within two years from the enactment of this policy.

3

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

National Security Group Inc. published this content on 21 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 June 2021 20:00:05 UTC.