NN INC

DEF 14A 1 nnbr-proxy2026.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

April 6, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of NN, Inc., which will be held on Wednesday, May 20, 2026, at 10:00 a.m., Eastern Time, at the Hilton Garden Inn Charlotte Waverly, 7415 Waverly Walk Avenue, Charlotte, North Carolina 28277.

Stockholders will be asked to vote on the matters described in the Proxy Statement. You are urged to read the Proxy Statement carefully before voting.

You may vote on the matters brought before the Annual Meeting by: (i) completing and mailing the proxy card; (ii) telephone; (iii) Internet; or (iv) appearing in person and voting at the Annual Meeting. Voting instructions are printed on your proxy card. Your vote is important. We encourage you to vote by proxy, even if you plan to attend the Annual Meeting.

Sincerely,

Harold C. Bevis

President and Chief Executive Officer

6210 Ardrey Kell Road, Suite 120

Charlotte, North Carolina 28277

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the Annual Meeting of Stockholders of NN, Inc., a Delaware corporation, will be held on Wednesday, May 20, 2026, at 10:00 a.m., Eastern Time, at the Hilton Garden Inn Charlotte Waverly, 7415 Waverly Walk Avenue, Charlotte, North Carolina 28277, for the following purposes:

(1) To elect the eight directors each named herein to serve for a term of one year;

(2) To approve the Amended and Restated 2022 Omnibus Incentive Plan;

(3) To cast an advisory (non-binding) vote to approve the compensation of our named executive officers;

(4) To cast an advisory (non-binding) vote to ratify the selection of Grant Thornton LLP as our registered independent public accounting firm for the fiscal year ending December 31, 2026; and

(5) To vote on any other business as properly may come before the Annual Meeting.

Our Board of Directors recommends a vote “FOR” each director nominee in Item 1, “FOR” Items 2, 3 and 4, and for any business that may properly come before the Annual Meeting, subject to the discretion of the appointed proxies. Details regarding each of the first four items are contained in the accompanying Proxy Statement.

The record date for the Annual Meeting is March 23, 2026. If you hold shares of our common stock at the close of business on March 23, 2026, you are entitled to vote at the Annual Meeting. For a period of 10 days ending on the day before the meeting date, stockholders may request an appointment to inspect a complete list of our stockholders of record for any purpose germane to the Annual Meeting by sending an email to investor relations.

YOUR VOTE IS VERY IMPORTANT.

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY VOTE BY TELEPHONE, BY INTERNET OR BY MAILING YOUR COMPLETED AND SIGNED PROXY CARD. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL MEETING.

By Order of the Board of Directors,

Jami A. Statham

Senior Vice President, General Counsel and Corporate Secretary

Charlotte, North Carolina

April 6, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 20, 2026

Our Proxy Statement for the Annual Meeting, Proxy Card and Annual Report are available atwww.proxyvote.com.

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