Business Context and Reporting Period
Company: NN, Inc. (NNBR)
Filing Type: Form 8-K (Current Report)
Date of Report: January 16, 2026 (Event Date); January 20, 2026 (Signature Date)
Context: The Company entered into a Cooperation Agreement with Legion Partners Asset Management, LLC and affiliates ("Legion Parties"). This agreement resulted in the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
This filing is a Current Report regarding corporate governance and material agreements. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes
- Board Expansion: The Board of Directors was increased from seven to eight members.
- New Director Appointment: Raymond T. White was appointed as a director and member of the Strategic Committee, effective January 16, 2026.
- Independence: The Board determined Mr. White is independent under Nasdaq listing standards.
- Compensation: Mr. White will be compensated on the same basis as other non-management directors.
Guidance, Outlook, and Agreements
Cooperation Agreement Terms:
- Standstill Period: Legion Parties agreed to customary standstill restrictions and voting commitments until the earlier of:
- 30 days prior to the director nomination deadline for the 2028 annual meeting.
- 120 days prior to the first anniversary of the 2027 annual meeting.
- Nomination Commitment: The Company agreed to nominate Mr. White at each annual meeting prior to the expiration of the Standstill Period.
- Other Provisions: Includes mutual non-disparagement provisions.
Outlook: Mr. White is expected to stand for election at the 2026 annual meeting of stockholders, with the Board recommending a vote in favor of his election.
Investor Verification Checklist
- Review the full text of the Cooperation Agreement (Exhibit 10.1) for specific standstill restrictions and voting commitments.
- Verify the independence determination of Raymond T. White against Nasdaq listing standards.
- Confirm the timeline for the 2026 annual meeting of stockholders regarding Mr. White's election.
- Check the 2025 Proxy Statement for details on the standard compensation package for non-management directors.