NN INC

DEF 14A 1 nn-specialmeetingdefinitiv.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

NN, INC.

(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):

6210 Ardrey Kell Road, Suite 120

Charlotte, North Carolina 28277

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to attend a special meeting of the stockholders (the “Special Meeting”) of NN, Inc., a Delaware corporation. The Special Meeting will be held on September 30, 2026 at 12:00 p.m. Eastern Time at the Hilton Garden Inn, 7415 Waverly Walk Ave, Charlotte, North Carolina 28277.

You are being asked to vote on the following matters:

(1)To approve an Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 90,000,000 shares to 180,000,000 shares.

(2)To approve an Amended and Restated Certificate of Incorporation to provide for exculpation of officers permitted by Delaware law.

(3)To approve an Amended and Restated Certificate of Incorporation to add forum selection provisions.

(4)To approve an Amended and Restated Certificate of Incorporation to modify requirements to amend any certificate of designation that relates to the terms of one or more outstanding series of preferred stock.

(5)To approve an Amended and Restated Certificate of Incorporation to remove outdated provisions related to the declassification of our board of directors and make other ministerial changes.

(6)To conduct any other business properly brought before the Special Meeting and any adjournment or postponement thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Special Meeting is August 25, 2026. Only stockholders of record as of the close of business on that date may vote at the Special Meeting or any adjournment or postponement thereof. A complete list of record stockholders will be available for examination by any stockholder for any purpose germane to the Special Meeting for a period of ten days ending on the day before the Special Meeting date. If you would like to view the list, please send an email to investor relations.

By Order of the Board of Directors,

/s/ Harold C. Bevis

Harold C. Bevis

President, Chief Executive Officer and Director

Charlotte, North Carolina August 28, 2026

This proxy statement and accompanying form of Proxy Card are first being made available to stockholders on or about August 28, 2026.

You are cordially invited to attend the Special Meeting in person. Whether or not you expect to attend the Special Meeting, please complete, date, sign and return the enclosed Proxy Card, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Special Meeting. Even if you have voted by proxy, you may still vote in person if you attend the Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record holder.

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Website References

You may also access additional information about NN, Inc. at https://investors.nninc.com. References to our websites throughout this proxy statement are provided for convenience only and the content on our website does not constitute a part of this proxy statement.