NN Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NNBR
Industrial Machinery/Components
Industrials
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 20, 2026
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
As further described below, at the 2026 Annual Meeting of Stockholders of NN, Inc. (the “Company”) held on May 20, 2026 (the “Annual Meeting”), the Company’s stockholders approved the Amended and Restated 2022 Omnibus Incentive Plan to, among other things, increase the number of shares of the Company’s common stock reserved for issuance thereunder by 2,000,000 shares (as so amended and restated, the “Amended 2022 Plan”), which has previously been adopted by the Company’s board of directors, subject to stockholder approval. A description of the terms and conditions of the Amended 2022 Plan is set forth on pages 21 to 31 in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 6, 2026 and is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended 2022 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting was held on May 20, 2026. As of March 23, 2026, the record date for the Annual Meeting, a total of 50,190,124 shares of the Company’s common stock were outstanding and entitled to vote on all matters presented to the Company’s stockholders at the Annual Meeting. At the Annual Meeting, the Company’s stockholders considered the following proposals:
(1) To elect eight directors to serve for a term of one year;
(2) To approve the Amended 2022 Plan;
(3) To cast an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers; and
(4) To cast an advisory (non-binding) vote to ratify the selection of Grant Thornton LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2026.
The final voting results for each proposal are described below. For beneficial owners holding the Company’s common stock at a bank or brokerage institution, a “broker non-vote” occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.
Proposal 1
Eight directors were elected to serve for a term of one year. The results were as follows:
| Name | For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Raynard D. Benvenuti | 20,304,780 | 339,157 | 6,640,114 | 13,596,034 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Harold C. Bevis | 20,403,467 | 239,469 | 6,641,115 | 13,596,034 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Christina E. Carroll | 20,234,974 | 421,290 | 6,627,787 | 13,596,034 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| João Faria | 20,399,097 | 256,692 | 6,628,262 | 13,596,034 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dr. Rajeev Gautam | 26,491,738 | 377,519 | 414,794 | 13,596,034 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jeri J. Harman | 20,271,358 | 371,332 | 6,641,361 | 13,596,034 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Thomas H. Wilson, Jr. | 20,305,665 | 349,872 | 6,628,514 | 13,596,034 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Raymond T. White | 25,600,326 | 1,268,930 | 414,795 | 13,596,034 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Proposal 2
The Amended 2022 Plan was approved. The results were as follows:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 19,933,766 | 1,034,018 | 6,316,267 | 13,596,034 | ||||||||
Proposal 3
The advisory (non-binding) vote on the executive compensation of the Company’s named executive officers was in favor of executive compensation. The results were as follows:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 19,954,589 | 831,475 | 6,497,987 | 13,596,034 | ||||||||
Proposal 4
The Audit Committee’s selection of Grant Thornton LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2026 was ratified. The results were as follows:
| For | Against | Abstentions | ||||||
| 34,443,464 | 85,258 | 6,351,363 | ||||||
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
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. | |||||
| Date: | May 20, 2026 | ||||
| NN, INC. | ||||||||
| By: | /s/ Christopher H. Bohnert | |||||||
| Name: | Christopher H. Bohnert | |||||||
| Title: | Senior Vice President and Chief Financial Officer | |||||||