| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On September 16, 2019, NN, Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company has appointed Warren A. Veltman as the Company’s interim President and Chief Executive Officer, effective immediately. Mr. Veltman succeeds Richard D. Holder as the Company’s President and Chief Executive Officer, who has departed the Company, effective immediately.
Mr. Veltman, age 58, joined us in September 2014 as Senior Vice President and General Manager of our former Autocam Precision Components Group. Most recently, Mr. Veltman served as Executive Vice President of our Mobile Solutions Group. Prior to joining us, Mr. Veltman served as Chief Financial Officer of Autocam Corporation from 1990 and Secretary and Treasurer since 1991. Prior to Mr. Veltman’s service at Autocam, Mr. Veltman was an Audit Manager with Deloitte & Touche LLP.
The Board has not yet established any new compensation arrangements for Mr. Veltman’s service as interim President and Chief Executive Officer. Mr. Veltman will continue to be subject to his existing Executive Employment Agreement, dated September 9, 2014, which was filed asExhibit 10.27 to the Company’s Annual Report on Form10-K for the year ended December 31, 2014, which is incorporated herein by reference.
In connection with Mr. Holder’s departure, the Company and Mr. Holder entered in a separation agreement and general release dated September 15, 2019 (the “Separation Agreement”). Mr. Holder will receive severance payments equal to his last base salary of $972,000 for a period of 12 months following his separation date, his annual target bonus in the amount of $656,752 and an additional payment in the amount of $37,000. Further, 52,496 unvested shares of restricted stock owned by Mr. Holder will vest, and the exercise period for his options to purchase shares of common stock will remain outstanding and exercisable until the tenth anniversary of the applicable date of grant. In consideration of the payments and benefits provided under the Separation Agreement, Mr. Holder agreed to certainconfidentiality, non-disparagement,non-competitionand non-solicitation restrictions, as well as other restrictive covenants, provided a global release of all claims and resigned from the Board, effective as of September 13, 2019.
The foregoing description of the terms of the Separation Agreement is only a summary and is qualified in its entirety by the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report onForm 8-K and is incorporated by reference herein.
In connection with his resignation as President and Chief Executive Officer, Mr. Holder also resigned his position as a director of the Company effective as of September 13, 2019. His resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Following Mr. Holder’s departure, Mr. Veltman was appointed to the Board, effective September 15, 2019.
| ITEM 7.01. | REGULATION FD DISCLOSURE. |
On September 16, 2019, the Company issued a press release regarding Mr. Holder’s departure. A copy of this press release is included as Exhibit 99.1 to this Current Report onForm 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.
