| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
| (d) | Election of New Director. |
On December 27, 2019, the Board of Directors (the “Board”) of NN, Inc. (the “Company”) appointed Christina E. Carroll and Tom H. Wilson, Jr. to serve as directors of the Company, effective immediately (the “Appointment Effective Time”), until the 2020 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation, disqualification or removal. Ms. Carroll and Mr. Wilson fill the vacancies created by the previously disclosed resignations of Ms. Stipp and Ms. Smith. In addition, Mr. Wilson has been appointed to serve as a member, and Chairman, of the Audit Committee of the Company and as a member of the Governance Committee of the Company. Ms. Carroll has been appointed to serve as a member of the Audit Committee of the Company.
Ms. Carroll, age 52, has been a managing director at Stout Risius Ross, LLC (“Stout”) where she has been responsible for originating and executing valuations, fairness opinions and other transaction-related financial advisory services across industries. From February 2018 to May 2019, Ms. Carroll served on the Board of Directors of The Chefs’ Warehouse (NASDAQ: CHEF), a premier distributor of specialty food products in the United States and Canada. Prior to Stout, Ms. Carroll was a director of financial advisory services at Houlihan Lokey, Inc. She also previously held managerial positions at Ernst & Young LLP (“Ernst & Young”), including a partner in valuation and transaction advisory services.
Mr. Wilson, age 58, is a Managing Partner at DecisionPoint Advisors, LLC (“DecisionPoint”) in Charlotte, N.C., a specialized merger and acquisition advisory firm formid-market technology companies. Since 2012, Wilson has served on the Board of Directors of Jack Henry & Associates (NASDAQ: JKHY), an S&P 500 FinTech company providing technology solutions to the financial services industry where he serves as Chairman of the Audit Committee and a member of the Compensation Committee. Prior to joining DecisionPoint in 2008, he served as Chairman and CEO of NuTech Solutions from 2004 to 2008, a business intelligence software company that was acquired by Neteeza. From 1997 to 2004, Mr. Wilson was President of Osprey, a consulting and systems integration firm. Prior to his work at Osprey, Mr. Wilson was employed by IBM for 14 years in a variety of management and sales positions.
Ms. Carroll and Mr. Wilson will be compensated on the same basis as all othernon-management directors of the Company. Ms. Carroll and Mr. Wilson will each enter into an indemnification agreement with the Company, in the form previously entered into by the Company with its current directors, a copy of which was listed asExhibit 10.3 to the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2018.
There are no arrangements or understandings between Ms. Carroll or Mr. Wilson and any other persons pursuant to which she or he was appointed as a director of the Company. There are no family relationships between Ms. Carroll or Mr. Wilson and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of RegulationS-K promulgated by the Securities and Exchange Commission) between Ms. Carroll or Mr. Wilson and the Company.
| ITEM 7.01. | REGULATION FD DISCLOSURE. |
On December 31, 2019, the Company issued a press release announcing the appointments to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form8-K.
The information, including the press release, 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. |
