UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 17, 2012
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NN, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-23486
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62-1096725
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2000 Waters Edge Drive, Johnson City, Tennessee
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37604
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(Address of principal executive offices)
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(Zip Code)
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(423) 743-9151
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(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2012 Annual Meeting of the shareholders of NN, Inc. (the “Company”) was held on May 17, 2012. At the Annual Meeting, the following proposals were considered:
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(1)
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The election of two Class II directors to serve for a term of three years;
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(2)
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An advisory resolution to approve executive compensation; and
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(3)
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The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2012.
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Each of the proposals were approved, and the final voting results for each proposal are described below. For beneficial owners holding the Company’s common stock at a bank or brokerage institution, a “broker non-vote” occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.
Proposal 1
Two Class II directors were elected, and the aggregate votes cast for or withheld, and the broker non-votes were as follows:
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For
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Withheld
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Broker Non-Votes
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Roderick R. Baty
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11,013,936
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721,316
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3,052,481
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David L. Pugh
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11,389,740
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345,512
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3,052,481
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Proposal 2
The advisory resolution on the compensation of our named executive officers was approved, and the aggregate votes cast for or against, as well as the abstentions and broker non-votes, were as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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10,901,563
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696,238
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137,451
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3,052,481
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Proposal 3
The Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2012 was ratified, and the aggregate votes cast for or against and the abstentions, were as follows:
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For
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Against
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Abstentions
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14,160,636
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618,974
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8,123
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| Item 8.01 | Other Events |
On May 18, 2012, the Company issued a press release regarding the election of David L. Pugh to the Board of Directors. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits | |
| Exhibit No. | Description | |
| 99.1 | Press Release of NN, Inc. dated May 18, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 21, 2012
| NN, Inc. | ||
| By: /s/ James H. Dorton |
| James H. Dorton | |
| Sr. Vice President and Chief | |
| Financial Officer |
EXHIBIT 99.1
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F I N A N C I A L
RELATIONS BOARD
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n e w s |
| RE: NN, Inc. | |
| 2000 Waters Edge Drive | |
| Johnson City, TN 37604 |
FOR FURTHER INFORMATION:
| AT THE COMPANY | AT FINANCIAL RELATIONS BOARD |
| Will Kelly | Marilynn Meek |
| Vice President and Chief Administrative Officer | (General info) |
| (423) 743-9151 | (212) 827-3773 |
| FOR IMMEDIATE RELEASE
March 26, 2012
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FOR IMMEDIATE RELEASE
May 18, 2012
DAVID L. PUGH JOINS NN, INC. BOARD
Johnson City, Tenn, May 18, 2012 – NN, Inc. (Nasdaq: NNBR) today announced that David L. Pugh was elected to its Board of Directors at the May 17, 2012 Annual Meeting. Mr. Pugh, age 63, retired in 2011 as President, Chief Executive Officer and Chairman of the Board of Applied Industrial Technologies (AIT:NYSE), a leading distributor of industrial products and services.
Roderick R. Baty, Chairman of the Board and Chief Executive Officer commented, “We are delighted to announce the addition of Dave to the NN, Inc. Board of Directors. Dave’s accomplished career includes various executive management positions in international industrial companies as well as specialized operational experience in global bearing distribution. This diverse experience will be invaluable to NN as we continue to execute our strategic growth plan.”
Mr. Pugh joined Applied in 1999 as President and Chief Operating Officer and served as Chairman and Chief Executive Officer from 2000 until his retirement in 2011. Prior to joining Applied, Mr. Pugh served as Senior Vice President of the Industrial Control Group of Rockwell International Corporation, a provider of industrial automation control and information solutions, which he joined in 1994. Previous to joining Rockwell, Mr. Pugh held various positions in sales, marketing and operations at Square D Company and Westinghouse Electric. He currently serves on the board of directors of Hexcel Corporation, a publicly held company and a leading producer of advanced composites, as well as the board of directors of R.W. Beckett Corporation, a premiere manufacturer of oil and gas burners.
NN, Inc. manufacturers and supplies high precision metal bearing components, industrial plastic and rubber products and precision metal components to a variety of markets on a global basis. Headquartered in Johnson City, Tennessee, NN has 10 manufacturing plants in the United States, Western Europe, Eastern Europe and China. NN, Inc. had sales of US $425 million in 2011.