🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. Think of it as a detailed invitation and agenda for a company's most important annual meeting with its owners (the shareholders).

Its main job is to give you, the shareholder, all the information you need to vote on key company decisions. This includes electing board members, approving compensation plans, and selecting the company's auditor.

👉 In short: This document asks for your vote on a few major items. Your vote, even by mail or online, helps steer the company.

🏢 What The Company Does

NN, Inc. is a manufacturing company headquartered in Charlotte, North Carolina. It produces essential, precision-engineered components for various industries.

👉 In simple terms: Imagine a company that makes the high-tech bearings, metal parts, and electrical components that go inside cars, airplanes, industrial machinery, and even home appliances. NN Inc. is that kind of company—a critical supplier to other big manufacturers.

🗓️ The Annual Meeting Details

The 2026 Annual Meeting of Stockholders is a live event:

When: Wednesday, May 20, 2026, at 10:00 a.m. Eastern Time
Where: Hilton Garden Inn Charlotte Waverly, 7415 Waverly Walk Avenue, Charlotte, NC 28277
Record Date (March 23, 2026): If you owned shares on this date, you get to vote.
Shares Outstanding: 50,190,124 shares are eligible to vote. You need a majority (25,095,063 shares) present to have a valid meeting (a "quorum").

👉 How to Vote: You don't have to attend. You can vote by mail, phone ((800) 690-6903), or online at www.proxyvote.com. The board recommends voting "FOR" all proposals.

🗳️ The 4 Proposals You're Voting On

Elect 8 Directors: You're voting on a full slate of board members for one-year terms.
Approve an Equity Plan Amendment: This is asking to increase the pool of company stock available for employee awards (like bonuses in stock).
"Say on Pay" (Advisory Vote): A non-binding vote to approve the pay packages for the company's top executives.
Ratify the Auditor: A vote to confirm the selection of Grant LLP as the company's independent accounting firm for 2026.

👉 Why it matters: Proposal 2 is particularly important. The company needs shareholder approval to keep its employee incentive program stocked with shares. Voting "FOR" it helps the company attract and retain talent.

👥 Meet the Board Nominees

The board has 8 people up for election. Here’s a quick look at the mix:

Age Range: 60 to 73 years old.
Tenure: Most have served since 2019-2021, with one new member (Raymond T. White) in 2026.
Independence: 7 of the 8 are independent (not company employees). Only the CEO, Harold C. Bevis, is an insider.
Key Roles: Jeri J. Harman is the independent, Non-Executive Chairman. Thomas H. Wilson, Jr. chairs the Audit Committee.

👉 Why it matters: A board dominated by independent outsiders is a sign of strong corporate governance. It means the board is more likely to oversee management on your behalf, without conflicts of interest.

🏛️ How the Company is Governed

The filing highlights several key governance features:

Separate CEO & Chairman: The leader of the board (Harman) is different from the company's top executive (Bevis), providing strong oversight.
Committees are Independent: All board committees (Audit, Compensation, Governance) are made up solely of independent directors.
Annual Elections & Majority Voting: All directors face re-election every year. They must get more "FOR" votes than "AGAINST" votes to win.
Stock Ownership Rules: Executives and directors are required to own significant amounts of company stock, aligning their interests with yours.
Clawback Policy: The company can reclaim incentive pay from executives if there's a major financial restatement.

💰 Director Compensation in 2025

Non-employee directors were paid for their service. The typical package was:

Annual Retainer: $230,000 total ($80,000 cash + $150,000 in restricted stock).
Extra Pay for Extra Work: Committee chairs and the Chairman received additional cash retainers. For example, the Non-Executive Chairman (Harman) received an extra $75,000.
Stock Awards: Each director received a grant of 58,823 shares of restricted stock on March 18, 2025, which vests after one year.

💼 The Big Equity Plan Change (Proposal II)

The core ask in Proposal II is to add 2,000,000 new shares to the company's incentive plan. This is the pool used to give stock awards to employees.

It's Not an "Evergreen": The plan won't automatically get more shares each year. They have to come back to shareholders.
Good Governance Rules: The plan includes a minimum one-year vesting period for awards and prohibits "repricing" options without shareholder approval.
What Happens if You Reject It: The company says it won't amend the plan, and the old 2022 plan continues. This could make it harder to offer competitive compensation.

⚖️ The Big Picture: Strengths & Risks

👍 Strengths:

Strong Governance Structure: Independent board, separate Chairman, majority voting, and robust committee oversight.
Aligned Interests: Strict stock ownership rules for executives and a clawback policy tie management's fate to the company's long-term performance.
Transparent Compensation: Detailed disclosure on director pay and a clear "say on pay" vote for executives.

⚠️ Risks & Considerations:

Dilution: Approving Proposal II will slightly dilute existing shareholders by adding 2 million new shares to the plan.
Business Performance: The proxy focuses on governance, not operations. The underlying health of the manufacturing business is the real driver of stock value.
Executive Pay: The "say on pay" vote is advisory, but a high "against" vote would send a strong message to the board.

🧠 The Analogy

Attending a company's annual meeting via proxy is like being a shareholder-owner in a large, professionally managed apartment complex. This document is your packet for the yearly owners' meeting. You're asked to vote on:

Re-electing the building board (the directors).
Approving the management company's bonus pool (the equity plan).
Giving a non-binding nod to the superintendent's salary (say on pay).
Hiring the accounting firm to audit the building's books (ratifying the auditor).

You don't need to manage the plumbing day-to-day, but your vote helps ensure the place is run well.

🧩 Final Takeaway

This proxy statement shows NN, Inc. has a governance structure built for strong shareholder oversight, led by a fully independent board. Your most consequential vote is on Proposal II, which is about ensuring the company has enough fuel (in the form of stock awards) to motivate its people—a key ingredient for its long-term success as a manufacturer.

NN INC — DEF 14A Filing