Business Context and Reporting Period
Company: NN, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 20, 2026
Event: Results of the 2026 Annual Meeting of Stockholders held on May 20, 2026.
Key Financial Metrics
This filing is a current report regarding corporate governance and stockholder voting results. 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 performance metrics.
Material Changes and Voting Results
As of the record date (March 23, 2026), 50,190,124 shares of common stock were outstanding. Stockholders approved the following proposals:
- Proposal 1 (Election of Directors): Eight directors were elected for a one-year term. Notable voting results included significant "For" votes for Dr. Rajeev Gautam (26,491,738) and Raymond T. White (25,600,326), while other directors received approximately 20.2 to 20.4 million "For" votes. Broker non-votes totaled 13,596,034 for all director candidates.
- Proposal 2 (Amended 2022 Omnibus Incentive Plan): Approved. This amendment increases the number of shares reserved for issuance under the plan by 2,000,000 shares. Voting results: 19,933,766 For, 1,034,018 Against, 6,316,267 Abstentions.
- Proposal 3 (Executive Compensation Advisory Vote): Approved. Voting results: 19,954,589 For, 831,475 Against, 6,497,987 Abstentions.
- Proposal 4 (Ratification of Auditors): Grant Thornton LLP was ratified as the independent public accounting firm for the fiscal year ending December 31, 2026. Voting results: 34,443,464 For, 85,258 Against, 6,351,363 Abstentions.
Guidance, Outlook, and Risks
This filing does not contain management guidance, future outlook, risk factors, or discussion of contingencies. The primary focus is the ratification of the Amended 2022 Plan, which allows for additional equity-based compensation issuance.
Investor Verification Checklist
- Verify the terms of the Amended and Restated 2022 Omnibus Incentive Plan (Exhibit 10.1) to understand the impact of the 2,000,000 share increase on potential dilution.
- Review the definitive proxy statement filed on April 6, 2026, for the full description of the incentive plan terms referenced in this filing.
- Confirm the tenure of the newly elected directors, as their terms are set for one year.
- Note the high volume of broker non-votes (13,596,034) on director elections and the incentive plan, indicating a significant portion of beneficial owners did not provide voting instructions.