Nn Inc

1. 1

   Approval of an Amended and Restated Certificate of Incorporation to Increase the Authorized Number of Shares of Common Stock from 90,000,000 Shares to 180,000,000 Shares

   ManagementBoard: FOR

   Increase authorized common stock from 90,000,000 to 180,000,000 shares, providing flexibility for capital raising, strategic transactions, and equity compensation; the additional shares could dilute existing holders and potentially be used for anti-takeover purposes.

   More detail

   Proposal 1 asks stockholders to approve an amendment and restatement of the Certificate of Incorporation increasing authorized common stock from 90 million to 180 million shares. The filing states that as of August 5, 2026, 82,580,864 common shares were outstanding and much of the remaining authorized capacity was reserved for equity awards and warrants. Only 370,147 authorized shares were unreserved and available for future issuance, creating a practical constraint on financing, strategic transactions, and equity compensation. Management seeks additional capacity for possible public or private capital raising, transactions intended to reduce operating leverage, acquisitions, other strategic transactions, and employee recruitment and retention. The Company states that it has no definitive agreement or arrangement to issue the proposed additional shares. The additional shares would have the same rights as existing common stock, but future issuances could dilute current holders’ voting power, earnings per share, and book value per share. The filing also acknowledges that the Board could use the shares in a manner that makes an unsupported takeover or change in control more difficult, although it says anti-takeover use is not the proposal’s purpose. The Board recommends approval because it views the flexibility and equity-compensation benefits as outweighing these potential risks.

2. 2

   Approval of an Amended and Restated Certificate of Incorporation to Provide for Exculpation of Officers Permitted by Delaware Law

   ManagementBoard: FOR

   Extend permitted monetary-liability exculpation to qualifying officers for certain direct stockholder fiduciary-duty-of-care claims, while preserving liability for loyalty breaches, bad faith, intentional misconduct, knowing violations of law, improper personal benefits, and derivative or company claims.

   More detail

   Proposal 2 asks stockholders to amend Article VIII so that qualifying officers receive monetary-damages exculpation to the fullest extent permitted by Delaware law. Delaware amended Section 102(b)(7) effective August 1, 2022 to permit certain officer exculpation, but corporations must affirmatively amend their certificates to obtain it. The protection would generally address direct stockholder claims alleging breach of the fiduciary duty of care, including class actions. It would not protect officers from loyalty breaches, bad-faith conduct, intentional misconduct, knowing violations of law, improper personal benefits, or claims brought by the Company or derivatively on its behalf. The amendment would not eliminate fiduciary duties, prevent equitable remedies, or apply retroactively to conduct before effectiveness. Management argues that officers, like directors, face personal litigation risk when making time-sensitive business decisions. The Board also believes the provision could reduce litigation strategies that name officers to pressure settlements and could lower indemnification and insurance-related costs. It further contends that comparable Delaware companies may offer similar protections, making officer exculpation relevant to recruiting and retaining executive talent. The Board recommends a vote FOR because it views the limited protection as reasonable and aligned with Delaware law while preserving liability for serious misconduct and company or derivative claims.

3. 3

   Approval of an Amended and Restated Certificate of Incorporation to Add Forum Selection Provisions

   ManagementBoard: FOR

   Adopt exclusive forum provisions designating Delaware courts for specified internal corporate claims and federal courts for Securities Act claims, subject to the Company’s consent to an alternative forum and applicable jurisdictional limits.

   More detail

   Proposal 3 asks stockholders to add a new Article IX establishing exclusive forums for specified corporate and securities claims. Internal-affairs and other enumerated corporate claims would generally be brought in the Delaware Court of Chancery, with fallback forums in the District of Delaware or Delaware Superior Court if jurisdiction is unavailable or declined. Claims arising under the Securities Act of 1933 would generally be required to proceed in federal district court. The provisions permit the Company to consent in writing to an alternative forum and operate only to the fullest extent permitted by law. Management emphasizes that Delaware courts have specialized corporate expertise, substantial case law, and a reputation for efficiency and predictability. It also argues that a federal forum can consolidate multi-jurisdiction securities litigation, reduce forum shopping, and avoid inconsistent decisions. The Board states that the amendment is prospective and is not being proposed in response to any specific pending or threatened litigation. The filing acknowledges that the provisions could limit a stockholder’s ability to sue in a preferred state forum and could impose additional litigation costs. It also notes uncertainty over whether courts outside Delaware will enforce federal forum provisions despite Delaware precedent upholding their facial validity. The Board nevertheless recommends FOR because it believes the governance and litigation-management benefits outweigh the potential restrictions and enforcement uncertainty.

4. 4

   Approval of an Amended and Restated Certificate of Incorporation to Modify Requirements to Amend Any Certificate of Designation That Relates to the Terms of One or More Outstanding Series of Preferred Stock

   ManagementBoard: FOR

   Modify the Certificate of Incorporation so amendments relating solely to one or more outstanding preferred-stock series are voted on by the affected preferred holders, separately or with other affected series, when required by law or governing documents, without a common-stockholder vote.

   More detail

   Proposal 4 asks stockholders to amend Article IV, Section 2(c) concerning voting rights on amendments affecting preferred stock. The revised provision would deny common stockholders a vote on an amendment relating solely to one or more outstanding preferred series when the affected preferred holders are entitled to vote under applicable law, the Certificate of Incorporation, or a certificate of designation. The affected preferred holders could vote separately or together with other affected preferred series, depending on the governing provisions. Management frames the change as a matter of aligning voting authority with the holders whose economic and governance rights are directly affected. The proposal does not eliminate voting rights that applicable law or the Company’s governing documents otherwise require. It instead clarifies that common stockholders need not separately approve a preferred-series-only amendment in those circumstances. The Board states that the approach is consistent with Delaware law and widely adopted by Delaware corporations. The proposal is part of a broader set of stand-alone charter amendments, so its approval is not conditioned on approval of the other proposals. If approved, the amendment would become effective upon filing the applicable amended and restated charter with the Delaware Secretary of State. The Board recommends FOR because it believes the revised allocation of voting rights is appropriate, legally consistent, and in the Company’s and stockholders’ best interests.

5. 5

   Approval of an Amended and Restated Certificate of Incorporation to Remove Outdated Provisions Related to the Declassification of the Board of Directors and Make Other Ministerial Changes

   ManagementBoard: FOR

   Remove obsolete classified-board language after full declassification and make related ministerial amendments, including clarifications concerning indemnification protections and a new severability provision.

   More detail

   Proposal 5 asks stockholders to remove obsolete provisions concerning the Company’s former classified board and make additional ministerial charter updates. In 2019, stockholders approved a two-year declassification process, and the Company states that all directors have been elected to one-year terms since the 2021 annual meeting. The proposed Article V language would expressly provide for one-year director terms and update vacancy and newly created directorship provisions. The amendment would preserve the rights of any preferred stock series to elect directors in specified circumstances. It would also add language responding to amendments to DGCL Section 145(f), clarifying that indemnification protections cannot be retroactively repealed or eliminated unless the governing document specifically permits that result. A new severability provision would preserve the remaining charter provisions if any provision is held invalid, illegal, or unenforceable. The proposal is principally housekeeping and governance maintenance rather than a change to the Company’s current board-election practice. The filing presents no transaction-specific or contested-control rationale for the amendments. Approval would cause the approved provisions to become effective when the Company files the relevant amended and restated charter with Delaware. The Board recommends FOR because it believes the changes accurately reflect the completed declassification and improve clarity and legal robustness.

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

When is the Nn Inc 2026 special meeting?

Nn Inc (NNBR) holds its 2026 special shareholder meeting on Wednesday, September 30, 2026.

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

The record date for the Nn Inc 2026 meeting is Tuesday, August 25, 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 10 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 5 proposals at the Nn Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.