🧾 What This Document Is

This is a revised proxy statement (Form DEF R14A) for NN, Inc. (NNBR). Its sole purpose is to add technical data tagging (called "Inline XBRL") that was accidentally left out of the original version filed earlier.

👉 Important: There are no other changes or updates to the original proxy statement. Everything shareholders are voting on remains exactly the same. This is purely a compliance correction.

🏢 What The Company Does

👉 In simple terms, NN, Inc. is a global manufacturer that makes high-precision components and assemblies. They primarily serve the automotive, electric vehicle, and industrial markets. Think of them as a supplier of critical, engineered parts that go into vehicles and machinery.

📅 The Annual Meeting Details

When: Wednesday, May 20, 2026, at 10:00 a.m. Eastern Time. Where: Hilton Garden Inn Charlotte Waverly, 7415 Waverly Walk Avenue, Charlotte, North Carolina 28277. Record Date: March 23, 2026. (You must own shares by this date to vote.) Shares Outstanding: 50,190,124 shares as of the record date.

How to Vote: By mail, telephone (800-690-6903), Internet (www.proxyvote.com), or in person. 👉 Your vote is important. The Board recommends voting "FOR" on all proposals.

🗳️ What Shareholders Are Voting On

There are four main proposals for the annual meeting:

Proposal I: Elect Eight Directors The Board nominees are: Raynard D. Benvenuti, Harold C. Bevis (CEO), Christina E. Carroll, João Faria, Dr. Rajeev Gautam, Jeri J. Harman (Chair), Thomas H. Wilson Jr., and Raymond T. White.

Voting Standard: Majority of votes cast (FOR votes must exceed AGAINST votes).
Board Recommendation: "FOR" each nominee.

Proposal II: Approve the Amended 2022 Omnibus Incentive Plan This asks shareholders to approve changes to the company's stock award plan for employees and directors. Key change: adds 2,000,000 new shares to the pool for future awards.

Voting Standard: Majority of votes cast.
Board Recommendation: "FOR".

Proposal III: Advisory Vote on Executive Compensation ("Say-on-Pay") This is a non-binding vote to approve the pay packages for the company's top executives.

Voting Standard: Majority of voting power present at the meeting. Abstentions count as "AGAINST."
Board Recommendation: "FOR".

Proposal IV: Ratify Auditors Shareholders are asked to ratify the selection of Grant Thornton LLP as the independent accounting firm for 2026.

Voting Standard: Majority of voting power present at the meeting.
Board Recommendation: "FOR".

👥 Board & Governance

Board Structure:

The Board has 8 members.
Separation of Roles: The Chairman (Jeri J. Harman) is independent and separate from the CEO (Harold C. Bevis).
Independence: All directors are independent except for CEO Harold Bevis.
Committees: All three key committees (Audit, Compensation, Governance) are composed entirely of independent directors.

Director Compensation (2025): Non-employee directors received an annual retainer of $230,000 ($80,000 in cash and $150,000 in restricted stock that vests after one year). The Chairman received an extra $75,000.

💰 Key Compensation Plan Change (Proposal II)

The main ask in Proposal II is to increase the number of shares reserved for the company's incentive plan.

Current Shares Reserved: 4,500,000 shares (under the original 2022 Plan).
Proposed Increase: Add 2,000,000 new shares.
New Total Shares Reserved: Would become 6,500,000 shares.

Other Key Plan Features:

Minimum Vesting: Awards generally must vest over at least one year.
No Dividends on Unvested Awards: Dividends are not paid on awards that haven't vested yet.
Change in Control: If the company is sold and awards aren't taken over by the new owner, those awards would accelerate and vest immediately.

👉 Why it matters: The company says this increase is necessary to "continue offering a competitive equity incentive program" to attract and retain talent. Without shareholder approval, the plan cannot be updated, and the company may have fewer shares available for future employee awards.

⚖️ Big Picture

👍 Strengths:

Strong Governance: Independent board, separate Chairman/CEO, fully independent committees, and robust stock ownership requirements for executives.
Clear Structure: Well-defined committee charters and oversight processes for risk, ESG, and compensation.
Shareholder-Friendly: Uses majority voting for directors and has a clawback policy for executive pay.

⚠️ Risks & Considerations:

Executive Pay: The advisory vote on compensation (Proposal III) is an opportunity for shareholders to express approval or disapproval. While the Board recommends a "FOR" vote, the outcome signals shareholder sentiment.
Dilution: Approving more shares for the incentive plan (Proposal II) will dilute existing shareholders' ownership percentage slightly. The company argues this is necessary for competitive talent practices.
Operational Execution: The company's success ultimately depends on its operational and financial performance in the competitive automotive and industrial sectors.

🔍 The Details: Why This Filing Exists

This DEF R14A is an amended filing. The SEC now requires companies to embed specific machine-readable data tags (Inline XBRL) within their proxy statements to make the information easier for computers to analyze and compare across companies. NN, Inc. had omitted this data from their original filing, so they are re-filing the identical document with the technical tags added to comply with the rule. It is a procedural correction, not a substantive one.

🧠 The Analogy

Think of this filing like a book publisher issuing a corrected reprint of a book. The story, characters, and plot (the actual proxy proposals and company information) haven't changed at all. They just fixed a formatting error on the copyright page (the missing XBRL tags) to comply with library cataloging rules. The important decisions for readers (shareholders) remain exactly the same.

🧩 Final Takeaway

This is a technical refile of NN, Inc.'s proxy statement with no changes to the proposals. Shareholders need to focus on the four key votes at the May 20 annual meeting: electing directors, approving more shares for employee stock awards, endorsing executive pay, and ratifying the auditors. The Board's recommendations are all "FOR."

NN INC — DEFR14A Filing