Nn Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors (Raynard D. Benvenuti, Harold C. Bevis, Christina E. Carroll, João Faria, Dr. Rajeev Gautam, Jeri J. Harman, Thomas H. Wilson, Jr., and Raymond T. White) to serve one-year terms.

2. 2

   Approval of the Amended and Restated 2022 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve the Amended and Restated 2022 Omnibus Incentive Plan, which increases the share reserve by 2,000,000 shares, eliminates fungible share counting prospectively, removes the plan term, expands minimum vesting, and adds other administrative and governance provisions.

   More detail

   This management proposal requests shareholder approval to amend and restate the Company’s 2022 Omnibus Incentive Plan to increase the share reserve by 2,000,000 shares, prospectively eliminate fungible share counting, impose a one-year minimum vesting requirement (with limited exceptions), remove a fixed plan term (making the plan effectively unlimited in duration while preserving a ten-year limit on future grants of incentive stock options), and incorporate administrative and governance protections such as prohibitions on repricing without shareholder approval, no evergreen provision, change-in-control vesting protections, clawback language, and limits on dividends on unvested awards. Management states the amendment is necessary to continue making customary annual long-term incentive and equity awards to attract, retain and motivate employees, directors and consultants and to align participant and shareholder interests; the Compensation Committee will administer the plan and has added measures intended to mitigate dilution and governance risk (e.g., fixed maximum share reserve, 1-year minimum vesting, no automatic grants, and explicit repricing restrictions). The proposal should be evaluated in light of the Company’s historical equity usage (noted burn rates and prior inducement awards), current share capacity, and recent governance developments including the Cooperation Agreement with Legion Partners and board changes, which may influence ongoing activist or investor engagement. Approval will permit the company to register the new shares on Form S-8 and continue customary grant practices; failure to approve leaves the 2022 Plan in its current form and could constrain annual equity compensation. The Board’s explicit recommendation and the plan’s governance safeguards reduce shareholder costs of incremental dilution, but investors should assess the reasonableness of the requested share increase (2,000,000) relative to historical burn rates, outstanding inducement awards, and total dilution, and consider the potential impact of unlimited plan duration on long-term dilution and compensation expense.

3. 3

   Advisory (non-binding) Vote to Approve the Compensation of our Named Executive Officers

   ManagementBoard: FOR

   Hold a non-binding advisory "say-on-pay" vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.

   More detail

   This management-sponsored advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy, including base salary, annual incentive compensation tied to adjusted EBITDA, free cash flow and new business wins, and long-term equity awards such as PSUs tied to relative total shareholder return (TSR) versus a customized peer group. Management and the Compensation Committee present this vote to obtain shareholder feedback and reaffirm alignment between pay and performance; the Compensation Committee cites a pay-for-performance philosophy, use of market-based benchmarking, independent compensation consultants, meaningful vesting periods, clawback policies, stock ownership guidelines and capped variable payouts as governance features designed to mitigate excessive risk-taking and tie incentives to long-term shareholder value. The vote is advisory and non-binding, but the Board will consider the outcome and shareholder feedback when designing future compensation; recent history shows a 93% favorable vote on pay in 2025, which management cites as endorsement of their program. Investors evaluating the proposal should consider the structure and metrics of incentive plans (short-term goals and PSU design), historical payouts, the presence of large inducement awards to certain executives, and overall alignment between realized pay and company performance when casting an advisory vote.

4. 4

   Ratification of Selection of Grant Thornton LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal year 2026.

Upcoming shareholder meetings at Nn Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Nn Inc 2026 annual meeting?

Nn Inc (NNBR) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Nn Inc 2026 meeting?

The record date for the Nn Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Nn Inc's 2026 meeting?

The board is presenting 8 director nominees at the Nn Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Nn Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Nn Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.