8-K

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 13, 2015 (May 13, 2015)

National Bankshares, Inc.

(Exact name of Registrant as specified in its charter)

Virginia	0-15204	54-1375874
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

101 Hubbard Street

Blacksburg, VA 24060

(Address of principal executive offices)

(540) 951-6300

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report) Not applicable

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. below):

☐     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))

ITEM 8.01.     OTHER EVENTS

On May 13, 2015, National Bankshares, Inc. issued a press release announcing payment of a semi-annual cash dividend of $0.53 per share on June 2, 2015 to stockholders of record on May 26, 2015.

National Bankshares, Inc.’s press release also announced the renewal of the authorization of a stock repurchase plan under which the Company’s management is authorized to repurchase up to 100,000 shares of common stock in the open market during the period from June 1, 2015 through May 31, 2016.

 A copy of the press release is attached as Exhibit 99.1.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1     National Bankshares, Inc. Press Release, dated May 13, 2015.

SIGNATURE

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

NATIONAL BANKSHARES, INC.

Date: May 13, 2015

By:/s/     JAMES G. RAKES

James G. Rakes

Chairman

President and CEO

Page 2 of 2 Pages

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACTS:   

JAMES G. RAKES, CHAIRMAN, PRESIDENT & CEO

(540) 951-6236   jrakes@nbbank.com

DAVID K. SKEENS, TREASURER & CFO

(540) 951-6347   dskeens@nbbank.com

NATIONAL BANKSHARES, INC. DECLARES SEMI-ANNUAL DIVIDEND

BLACKSBURG, VA, MAY 13, 2015: The Board of Directors of National Bankshares, Inc. (NASDAQ Capital Market: NKSH) today approved payment on June 2, 2015 of a semi-annual dividend of $0.53 per share to all stockholders of record as of May 26, 2015. This dividend payment compares to $0.55 per share paid to stockholders on June 4, 2014. James G. Rakes, Chairman, President & CEO said, “In order to share in our solid financial performance, we are pleased to provide our stockholders with this cash dividend.”

In other business, the Board renewed its authorization of a stock repurchase plan under which management is authorized to purchase up to 100,000 shares of National Bankshares, Inc.’s common stock in the open market.  The authorization extends from June 1, 2015 to May 31, 2016.  The Company’s current stock repurchase plan expires on May 31, 2015.  The Company’s management has not yet determined how many shares, if any, might be purchased under the continued stock repurchase plan.

National Bankshares, Inc. is a financial holding company headquartered in Blacksburg, Virginia, with total assets of approximately $1.16 billion. It is the parent company of National Bank, a 124-year-old community bank with 26 offices throughout Southwest Virginia. Additional information is available on the Company’s web site at www.nationalbankshares.com.

 Forward-Looking Statements

Certain statements in this press release may be “forward-looking statements.” Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results that are not statements of historical fact and that involve significant risks and uncertainties. Although the Company believes that its expectations with regard to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual Company results will not differ materially from any future results implied by the forward-looking statements. Actual results may be materially different from past or anticipated results because of many factors, some of which may include changes in economic conditions, the interest rate environment, legislative and regulatory requirements, new products, competition, changes in the stock and bond markets and technology. The Company does not update any forward-looking statements that it may make.

101 Hubbard Street / Blacksburg, Virginia 24060

P.O. Box 90002 / Blacksburg, Virginia 24062-9002

540 951-6300 / 800 552-4123

www.nationalbankshares.com