| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On January 31, 2020, the Board of Directors (the “Board”) of NN, Inc. (the “Company”) increased the size of the Board from eight to nine directors and appointed Raynard D. Benvenuti to fill the newly created directorship, effective immediately. Mr. Benvenuti will serve as a director until the 2020 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal. In addition, Mr. Benvenuti has been appointed to serve as a member of the Audit Committee and the Compensation Committee of the Board.
Mr. Benvenuti, age 63, founded Concord Investment Partners, a boutique investment and advisory firm that invests in engineering-centric industries including aerospace, automotive and industrial manufacturing/distribution companies in 1996, and continues to serve as its Managing Director. From 2007 to 2015, Mr. Benvenuti served as a Managing Partner, Managing Director, and an operational practice leader for the aerospace and automotive/truck sectors at Greenbriar Equity Group, L.P. (“Greenbriar”), a private equity group focused on transportation-related enterprises. While at Greenbriar, Mr. Benvenuti served as a director on five boards, three as Chairman, including as Chairman and interim CEO of Align Aerospace, LLC, an aerospace hardware distribution company. From 2002 until its sale to GKN plc in 2006, Mr. Benvenuti served as the President and CEO of Stellex Aerostructures, Inc., a manufacturer of large structural components for commercial and military aircraft. Prior to 2002, Ray worked at Forstmann Little & Co., a private equity firm, and McKinsey & Company, a global management consulting firm, where he advised high technology and industrial sector clients in the areas of strategic planning and operational improvement.
Mr. Benvenuti brings to the Board extensive experience as a senior executive, director and advisor to various aerospace, automotive and manufacturing companies, including in turnaround and highly leveraged situations. These experiences enable him to provide valuable strategic, financial, operational and corporate governance insights to the Board.
Mr. Benvenuti will be compensated on the same basis as all othernon-management directors of the Company. Mr. Benvenuti will 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 Mr. Benvenuti and any other person pursuant to which he was appointed as a director of the Company. There are no family relationships between Mr. Benvenuti 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 Mr. Benvenuti and the Company.
On January 31, 2020, David L. Pugh informed the Board that he will retire from, and resign as a member of, the Board effective as of the date of the 2020 annual meeting of stockholders of the Company. Upon Mr. Pugh’s retirement, Company will reduce the size of the Board from nine to eight directors. Having served as a director of the Company since 2012, Mr. Pugh elected to step down from the Board voluntarily for personal reasons. Accordingly, Mr. Pugh’s decision to retire was not the result of any disagreement with management, the Company or its operations, policies or practices.
| ITEM 7.01. | REGULATION FD DISCLOSURE. |
On February 3, 2020, the Company issued a press release announcing Mr. Benvenuti’s appointment to the Board and Mr. Pugh’s retirement from 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. |
(d) Exhibits.
