AMENDMENTS TO THE
RESTATED BY-LAWS
OF
NN, INC
The Restated By-laws of NN, Inc. are amended as follows:
1. Article II, Section 2 of the Corporation's By-Laws be, and it hereby is,
amended to read in its entirety as follows:
"Section (2) Notice of Annual Meeting. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting, either personally or by mail, not
less than ten nor more than sixty days before the date of the meeting. No
business may be transacted at an annual meeting of stockholders, other than
business that is (a) specified in the notice of the annual meeting (or any
supplement thereto) given by or at the direction of the Board of Directors (or
any authorized committee thereof), (b) otherwise properly brought before the
annual meeting by or at the direction of the Board of Directors (or any
authorized committee thereof), or (c) otherwise properly brought before the
annual meeting by any stockholder of the Corporation in accordance with these
By-Laws and (i) who is a stockholder of record on the date of the giving of the
notice provided for in Article II, Section 13 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and (ii)
who complies with the notice procedures set forth in Article II, Section 13."
2. Article II, Section 12 of the Corporation's By-Laws be, and it hereby is,
amended to read in its entirety as follows:
"Section (12) Action by Written Consent of Stockholders. Subject to the
rights of the holders of any series of Preferred Stock with respect to such
series of Preferred Stock, any action required or permitted to be taken by the
stockholders of the Corporation at any annual or special meeting of such
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than
two-thirds of the voting power of all the then outstanding shares of stock of
the Corporation entitled to vote on such action and the writing or writings are
filed with the minutes of proceedings of the stockholders of the Corporation.
Notwithstanding the foregoing, any stockholder or stockholders that desire to
act by written consent must first request that the Board of Directors set a
record date for such action by written consent, which record date may precede
the date upon which the Board of Directors received the request to set a record
date, and which record date shall not be more than sixty nor less than ten days
before the date of the written consent."
3. A new Section 13 is added to Article II to read as follows:
"Section (13) Stockholder Proposals and Nominations. In order for a
stockholder (the "Noticing Stockholder") to properly bring any item of business
or any nomination of any director(s) before an annual meeting of stockholders,
the Noticing Stockholder must give timely notice thereof in writing to the
Secretary of the Corporation in compliance with the requirements of this Section
13. This Section 13 shall constitute an "advance notice provision" for annual
meetings for purposes of Rule 14a-4(c)(1) under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(a) Timing of Notice. To be timely, a Noticing Stockholder's notice must
be delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 120th day and
not later than the close of business on the 90th day prior to the first
anniversary of the preceding year's annual meeting; provided, however,
that in the event the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by the
Stockholder to be timely must be so delivered not earlier than the close
of business on the 120th day prior to the date of such annual meeting and
not later than the close of business on the later of the 90th day prior to
the date of such annual meeting or, if the first public announcement of
the date of such annual meeting is less than 100 days prior to the date of
such annual meeting, the 10th day following the day on which public
announcement of the date of such meeting is first made by the Corporation.
In no event shall any adjournment or postponement of an annual meeting, or
the announcement thereof, commence a new time period for the giving of a
stockholder's notice as described above.
(b) Form of Notice. To be in proper form, whether in regard to a nominee
for election to the Board of Directors or other business, a Noticing
Stockholder's notice to the Secretary must:
(i) Set forth, as to the Noticing Stockholder and, if the Noticing
Stockholder holds for the benefit of another, the beneficial owner
on whose behalf the nomination or proposal is made, the following
information together with a representation as to the accuracy of the
information:
(A) the name and address of the Noticing Stockholder as they
appear on the Corporation's books and, if the Noticing
Stockholder holds for the benefit of another, the name and
address of such beneficial owner (collectively referred to
herein as "Holder"),
(B) the class or series and number of shares of the
Corporation that are, directly or indirectly, owned
beneficially and/or of record,
(C) any option, warrant, convertible security, stock
appreciation right, or similar right with an exercise or
conversion privilege or a settlement payment or mechanism at
a price related to any class or series of shares of the
Corporation or with a value derived in whole or in part from
the value of any class or series of shares of the
Corporation, whether or not
the instrument or right shall be subject to settlement in
the underlying class or series of capital stock of the
Corporation or otherwise (a "Derivative Instrument") that is
directly or indirectly owned beneficially by the Holder and
any other direct or indirect opportunity to profit or share
in any profit derived from any increase or decrease in the
value of shares of the Corporation,
(D) any proxy, contract, arrangement, understanding, or
relationship pursuant to which the Holder has a right to
vote or has granted a right to vote any shares of any
security of the Corporation,
(E) any short interest in any security of the Corporation
(for purposes of these By-Laws a person shall be deemed to
have a short interest in a security if the Holder directly
or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has the
opportunity to profit or share in any profit derived from
any decrease in the value of the subject security),
(F) any rights to dividends on the shares of the Corporation
owned beneficially by the Holder that are separated or
separable from the underlying shares of the Corporation,
(G) any proportionate interest in shares of the Corporation
or Derivative Instruments held, directly or indirectly, by a
general or limited partnership or limited liability company
or similar entity in which the Holder is a general partner
or, directly or indirectly, beneficially owns an interest in
a general partner, is the manager, managing member or
directly or indirectly beneficially owns an interest in the
manager or managing member of a limited liability company or
similar entity,
(H) any performance-related fees (other than an asset-based
fee) that the Holder is entitled to based on any increase or
decrease in the value of shares of the Corporation or
Derivative Instruments, if any,
(I) any arrangements, rights, or other interests described
in Sections 13(b)(i)(C)-(H) held by members of such Holder's
immediate family sharing the same household,
(J) any other information relating to the Holder that would
be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations
of proxies for, as applicable, the proposal and/or for the
election of directors in a contested election pursuant to
Section 14 of the Exchange Act and the rules and regulations
thereunder, and
(K) any other information as reasonably requested by the
Corporation.
Such information shall be provided as of the date of the notice and
shall be supplemented by the Holder not later than 10 days after the
record date for the meeting to disclose such ownership as of the
record date.
(ii) If the notice relates to any business other than a nomination
of a director or directors that the Noticing Stockholder proposes to
bring before the meeting, set forth:
(A) a brief description of the business desired to be
brought before the meeting, the reasons for conducting such
business at the meeting, and any material interest of the
Noticing Stockholder, in such business, and
(B) a description of all agreements, arrangements and
understandings, direct and indirect, between the Noticing
Stockholder, and any other person or persons (including
their names) in connection with the proposal of such
business by the Noticing Stockholder.
(iii) If the notice relates to a nomination of a director or
directors, set forth, as to each person whom the Noticing
Stockholder proposes to nominate for election or reelection to the
Board of Directors:
(A) all information relating to the Noticing Stockholder
that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with
solicitations of proxies for election of directors in a
contested election pursuant to Section 14 of the Exchange
Act and the rules and regulations thereunder, including such
person's written consent to being named in the proxy
statement as a nominee and to serve as a director if
elected, and
(B) a description of all direct and indirect compensation
and other material monetary agreements, arrangements, and
understandings during the past three years, and any other
material relationships, between or among the Noticing
Stockholder and respective affiliates and associates, or
others acting in concert therewith, on the one hand, and
each proposed nominee, and his or her respective affiliates
and associates, or others acting in concert therewith, on
the other hand, including, without limitation all
information that would be required to be disclosed pursuant
to Item 404 of Regulation S-K if the Noticing Stockholder
making the nomination or on whose behalf the nomination is
made, if any, or any affiliate or associate thereof or
person acting in concert therewith, were the "registrant"
for purposes of Item 404 and the nominee were a director or
executive officer of such registrant.
(iv) Set forth, a representation that the Noticing Stockholder
intends to vote or cause to be voted such stock at the meeting and
intends to appear in person or
by a representative at the meeting to nominate the person or propose
the business specified in the notice.
(c) Notwithstanding anything in Section 13(a) to the contrary, if the
number of directors to be elected to the Board of Directors is increased
and there is no public announcement by the Corporation naming all of the
nominees for director or specifying the size of the increased Board of
Directors at least 100 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by these
By-Laws shall also be considered timely, but only with respect to nominees
for any new positions created by such increase, if it shall be delivered
to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the 10th day following the day on
which the public announcement naming all nominees or specifying the size
of the increased Board of Directors is first made by the Corporation.
(d) For purposes of these By-Laws, "public announcement" shall mean
disclosure in a press release reported by a national news service or in a
document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange
Act and the rules and regulations thereunder.
(e) Notwithstanding the foregoing provisions of these By-Laws, a Noticing
Stockholder also shall comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in these By-Laws; provided, however, that any references
in these By-Laws to the Exchange Act or the rules thereunder are not
intended to and shall not limit the requirements applicable to nominations
or proposals as to any business to be considered.
(f) Nothing in these By-Laws shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act. Notice of
stockholder proposals that are, or that the Noticing Stockholder intends
to be, governed by Rule 14a-8 under the Exchange Act are not governed by
these By-Laws."
4. A new Section 14 is added to Article II to read as follows:
"Section (14) Compliance Determinations for Director Nominations and
Stockholder Proposals. Only those persons who are nominated in accordance
with the procedures set forth in these By-Laws shall be eligible to serve
as directors. Only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance
with the procedures set forth in these By-Laws. Except as otherwise
provided by law, the Restated Certificate of Incorporation, or these
By-Laws, the Chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought
before the meeting was made or proposed, as the case may be, in compliance
with the procedures set forth in these By-Laws and, if any proposed
nomination or business is not in compliance with these By-Laws, to declare
that such proposal or nomination shall be disregarded."