UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 12, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(980 ) 264-4300
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| Emerging growth company. | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||||
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
In connection with the decision of the Board of Directors (the “Board”) of NN, Inc. (the “Company”) to reduce the Board’s size from nine to seven members, on July 12, 2023, each of Robert E. Brunner and Shihab Kuran, Ph.D. notified the Board of his decision to retire from, and resign as a member of the Board and any and all committees of the Board, effective August 23, 2023. Neither Mr. Brunner’s nor Mr. Kuran’s decision to retire is a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
After acceptance of the resignations of Mr. Brunner and Dr. Kuran, the Board made the planned reduction in the size of the Board effective as of August 23, 2023.
ITEM 7.01 REGULATION FD DISCLOSURE.
On July 12, 2023, the Company issued a press release announcing the changes to the Board, as described under Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information, including the press releases, furnished under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: | July 12, 2023 | ||||
| NN, INC. | ||||||||
| By: | /s/ Michael C. Felcher | |||||||
| Name: | Michael C. Felcher | |||||||
| Title: | Senior Vice President - Chief Financial Officer | |||||||
EXHIBIT 99.1
 |  | ||||
NN, Inc.
6210 Ardrey Kell Road, Suite 600
Charlotte, NC 28277
FOR IMMEDIATE RELEASE
NN, INC. ANNOUNCES PLAN TO REDUCE BOARD SIZE FROM NINE TO SEVEN MEMBERS
Early retirement of two directors aligns with governance best practices and reduces go-forward corporate expenses
CHARLOTTE, N.C., July 12, 2023 – NN, Inc. (NASDAQ: NNBR), a global diversified industrial company that manufactures high-precision components and assemblies, today announced that as a part of its ongoing review of governance policies and commitment to operating consistently with best practices in corporate governance, its Board of Directors has decided to reduce the Board’s size from nine to seven members. As a result, independent directors Shihab Kuran and Robert E. Brunner offered to and will retire, effective August 23, 2023.
Jeri Harman, Chairman of the Board of NN, commented, “As we benchmarked companies of similar-size and in our industry, we recognized the opportunity to enhance the efficiency of our board by reducing the size of our directorship. The smaller, more efficient Board will also reduce corporate costs while maintaining the independence and experience needed to guide our management team and drive value creation for the Company’s shareholders.”
Mr. Brunner remarked, “Shihab and I, as a matter of good governance, fully agree with the decision to reduce the size of NN’s board. In an effort to maximize the benefits of this reduction, we decided to accelerate the timeline of our retirement to the end of August, as opposed to waiting until next year’s annual meeting. This has allowed us to complete our recent leadership transition and ensure a smooth process. We appreciate the opportunity that each of us have had to contribute to NN over the years and we wish the best to the company going forward.”
Ms. Harman added, “Shihab and Bob’s contributions to NN have been significant during their respective tenures. Their extensive experience in the electrical, renewable energy, automotive and advanced manufacturing industries has been instrumental in the development of our long-term strategy. We have relied on their expertise during times of significant transition in our markets and our Company. On behalf of our Board of Directors and the entire Company, I want to thank both Shihab and Bob for their dedication and contributions to NN over the years, for their leadership in effecting these board changes and wish them both the very best.”
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About NN, Inc.
NN, Inc., a global diversified industrial company, combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for a variety of markets on a global basis. Information about the Company and its products is available on the internet at www.nninc.com.
Except for specific historical information, many of the matters discussed in this press release may express or imply projections of revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to NN, Inc. based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. Forward-looking statements involve a number of risks and uncertainties that are outside of management’s control and that may cause actual results to be materially different from such forward-looking statements. Such factors include, among others, general economic conditions and economic conditions in the industrial sector; the impacts of pandemics, epidemics, disease outbreaks and other public health crises, including the COVID-19 pandemic, on our financial condition, business operations and liquidity; competitive influences; risks that current customers will commence or increase captive production; risks of capacity underutilization; quality issues; material changes in the costs and availability of raw materials; economic, social, political and geopolitical instability, currency fluctuation, and other risks of doing business outside of the United States; inflationary pressures and changes in the cost or availability of materials, supply chain shortages and disruptions, and the availability of labor; our dependence on certain major customers, some of whom are not parties to long-term agreements (and/or are terminable on short notice); the impact of acquisitions and divestitures; our ability to hire or retain key personnel; the level of our indebtedness; the restrictions contained in our debt agreements; our ability to obtain financing at favorable rates, if at all, and to refinance existing debt as it matures; unanticipated difficulties integrating acquisitions; new laws and governmental regulations; the impact of climate change on our operations; and cyber liability or potential liability for breaches of our or our service providers’ information technology systems or business operations disruptions. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s filings made with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date of this press release, and the Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. The Company qualifies all forward-looking statements by these cautionary statements.
FOR FURTHER INFORMATION:
Investor & Media Contacts:
Joe Caminiti or Alec Steinberg, Investors
Tim Peters, Media
NNBR@alpha-ir.com
312-445-2870
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