NN Inc.

09/30/2026 | Press release | Distributed by Public on 09/30/2026 15:17

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 30, 2026, at a special meeting of stockholders (the "Special Meeting") of NN, Inc. (the "Company"), the Company's stockholders approved the amendment and restatement of the Company's Certificate of Incorporation to, among other things:
1.increase the authorized number of shares of common stock, par value $0.01 per share (the "Common Stock"), from 90,000,000 shares to 180,000,000 shares;
2.provide for exculpation of officers permitted by Delaware law;
3.add forum selection provisions;
4.modify requirements to amend any certificate of designation that relates to the terms of one or more outstanding series of preferred stock; and
5.remove outdated provisions related to the declassification of the Board of Directors (the "Board") of the Company and make other ministerial changes (each of the amendments set forth in clauses (i) through (v), collectively, the "Charter Amendments").
The Charter Amendments were effected pursuant to an Amended and Restated Certificate of Incorporation (the "Restated Certificate") filed with the Secretary of State of the State of Delaware on September 30, 2026, effective as of such date. The foregoing description is qualified in its entirety by the Restated Certificate, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Special Meeting, the Company's stockholders voted on five proposals, which are described in more detail in the Company's definitive proxy statement on Schedule 14A for the Special Meeting, which was filed with the Securities and Exchange Commission on August 28, 2026. Of the 82,580,446 shares of the Company's common stock outstanding as of the record date, 63,865,054 shares, or approximately 77.33%, were present or represented by proxy at the Special Meeting.
The following is a brief description of the matters voted upon and the certified results, including the number of votes cast for and against each matter, as well as the number of abstentions and broker non-votes with respect to each matter, where applicable.
Proposal 1. Stockholders approved an Amended and Restated Certificate of Incorporation to increase the authorized number of shares of Common Stock from 90,000,000 shares to 180,000,000 shares. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non- Votes
60,769,536 3,048,757 46,761 -
Proposal 2. Stockholders approved an Amended and Restated Certificate of Incorporation to provide for exculpation of officers permitted by Delaware law. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non- Votes
43,536,635 2,154,268 635,504 17,538,647
Proposal 3. Stockholders approved an Amended and Restated Certificate of Incorporation to add forum selection provisions.The voting results were as follows:
Votes For Votes Against Abstentions Broker Non- Votes
43,318,616 2,832,117 175,674 17,538,647
Proposal 4. Stockholders approved an Amended and Restated Certificate of Incorporation to modify requirements to amend any certificate of designation that relates to the terms of one or more outstanding series of preferred stock. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non- Votes
45,004,655 1,210,376 111,376 17,538,647
Proposal 5. Stockholders approved an Amended and Restated Certificate of Incorporation to remove outdated provisions related to the declassification of the Board and make other ministerial changes. The voting results were as follows:
Votes For Votes Against Abstentions Broker Non- Votes
61,438,849 2,320,656 105,549 -
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