| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On May 13, 2021, NN, Inc. (the “Company”) entered into an agreement (the “Cooperation Agreement”) with Corre Partners Management, LLC and certain related investors (collectively, “Corre Partners”).
Pursuant to the Cooperation Agreement, the Company increased the size of the Company’s Board of Directors (the “Board”) from 9 to 10 directors and appointed Dr. Rajeev Gautam to fill the newly created directorship. Dr. Gautam will serve as a director with an initial term expiring at the Company’s 2021 annual meeting and will be included in the Company’s slate of director nominees for election at the 2021 and 2022 annual meeting.
As previously announced in December 2020, Steven T. Warshaw is not standing for reelection and will resign as a member of the Board effective as of immediately prior to the commencement of the 2021 annual meeting of stockholders of the Company (the “Retirement Effective Time”). Upon his retirement, the size of the Board will be automatically reduced from 10 members to 9 members as described further below under Item 5.02.
The Cooperation Agreement requires Corre Partners to, at the Company’s 2021 annual meeting and at any meeting of the Company’s stockholders held prior to the date of termination of the Standstill Period (as defined below), vote all of its shares of the Company’s common stock in favor of the election of directors nominated by the Board and otherwise in accordance with the Board’s recommendation with respect to all other matters, subject to certain exceptions for extraordinary transactions, adoption of corporate defenses, and matters with a contrary recommendation from either or both Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC.
The Cooperation Agreement, among other things, contains certain customary standstill restrictions that apply to Corre during the period from May 13, 2021 until the date that is 20 calendar days prior to the last day of the advance notice period for the submission by shareholders of director nominations for the Company’s 2023 annual meeting, as set forth in the advance notice provisions of the Company’s Amended and Restated Bylaws (the “Standstill Period”). During the Standstill Period, Corre Partners is, among other things, restricted from engaging in any solicitation of proxies or written consents relating to the Company, acquiring any assets of the Company, or acquiring any voting stock that would result in Corre Partners having beneficial ownership of more than 15.0% of the Company’s outstanding common stock.
The Cooperation Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text thereof.
| ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
The information set forth in Item 1.01 is incorporated by reference into this Item 5.02.
As described in Item 1.01, the size of the Board has been increased from 9 to 10 directors, and Dr. Gautam been appointed to the Board. The committee assignments for Dr. Gautam has not yet been determined.
Dr. Rajeev Gautam, 68, is the President and Chief Executive Officer, Performance Materials and Technologies of Honeywell International, Inc. (NASDAQ: HON), a global provider in developing and manufacturing high-quality performance chemicals and materials, process technologies and automation solutions. From 2009 to 2016, Dr. Gautam served as President of Honeywell UOP. He previously served
