ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On March 13, 2019, the Board of Directors (the “Board”) of NN, Inc. (the “Company”) adopted and approved the Company’s 2019 Omnibus Incentive Plan (the “Plan”), subject to stockholder approval. The Plan was submitted to the Company’s stockholders at the annual meeting of stockholders held on May 16, 2019 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Plan, and it became effective as of that date. The results of the stockholder vote on the Plan are set forth below under Item 5.07 of this Current Report on Form8-K.
A description of the material terms of the Plan is set forth under the caption “Proposal IV: Approval of the 2019 Omnibus Incentive Plan—Summary of the Plan” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2019, and is incorporated herein by reference. The description of the Plan therein is a summary and is qualified in its entirety by the full text of the Plan, a copy of which is incorporated by reference to Exhibit 10.1 to this Current Report on Form8-K.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On February 25, 2019, the Board adopted and approved, subject to stockholder approval: (i) an amendment to the Company’s Restated Certificate of Incorporation to eliminate the classification of the Board over atwo-year period so that beginning at the 2021 annual meeting of stockholders all directors will be elected forone-year terms (the “Declassification Amendment”); and (ii) an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, $.01 par value per share, from 45,000,000 to 90,000,000 (the “Share Increase Amendment”). The Declassification Amendment and the Share Increase Amendment were submitted to and approved by the Company’s stockholders at the Annual Meeting. The results of the respective stockholder votes on the Declassification Amendment and Share Increase Amendment are set forth below under Item 5.07 of this Current Report on Form8-K. Consistent therewith, on May 16, 2019, the Company filed with the Secretary of State of the State of Delaware: (i) a Certificate of Amendment to the Company’s Restated Certificate of Incorporation to effectuate the Declassification Amendment (the “Certificate of Amendment–Declassification”); and (ii) a Certificate of Amendment to the Company’s Restated Certificate of Incorporation to effectuate the Share Increase Amendment (the “Certificate of Amendment–Share Increase”). The Board also previously adopted and approved an amendment with conforming changes to the Company’s Amended and Restated Bylaws to fully implement the Declassification Amendment, which became effective upon the filing of the Certificate of Amendment–Declassification (the “Bylaws Amendment”).
The foregoing general descriptions of the Certificate of Amendment–Declassification, the Certificate of Amendment–Share Increase and the Bylaws Amendment are qualified in their entirety by reference to the full text of the Certificate of Amendment–Declassification, the Certificate of Amendment–Share Increase and the Bylaws Amendment, copies of which are filed as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3 to this Current Report on Form8-K, respectively, and are incorporated by reference herein.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
As of March 19, 2019, the record date for the Annual Meeting, a total of 42,366,961 shares of the Company’s common stock were outstanding and entitled to vote on all matters presented to the Company’s stockholders at the Annual Meeting. At the Annual Meeting, the Company’s stockholders considered the following proposals:
| | (1) | To elect two Class III directors to serve for a term of one year if the Declassification Amendment is approved, or for a term of three years if the Declassification Amendment is not approved; |
| | (2) | To approve the Declassification Amendment; |
| | (3) | To approve the Share Increase Amendment; |
| | (4) | To approve the 2019 Plan; |
| | (5) | To cast an advisory(non-binding) vote to approve the compensation of the Company’s named executive officers; and |
| | (6) | To cast an advisory vote to ratify the selection of PricewaterhouseCoopers LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2019. |
