NN Inc increases authorized common shares to 180M

The approved charter changes also address officer exculpation, forum selection, preferred-stock designation amendments and outdated board provisions.

Rhea-AI Filing Summary

NN, Inc. (NNBR) stockholders approved an amended and restated certificate of incorporation that increases authorized common shares from 90,000,000 to 180,000,000. The amendment became effective September 30, 2026. It also provides for officer exculpation permitted by Delaware law, adds forum selection provisions, modifies requirements for amending certificates of designation for outstanding preferred-stock series, and removes outdated board declassification provisions along with other ministerial changes.

At the September 30 special meeting, 63,865,054 shares, approximately 77.33% of the 82,580,446 shares outstanding as of the record date, were present or represented by proxy. Proposal 1, covering the authorized-share increase, received 60,769,536 votes for, 3,048,757 against and 46,761 abstentions.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Authorized common shares: 90,000,000 to 180,000,000 shares Shares outstanding: 82,580,446 shares Shares represented: 63,865,054 shares +4 more

7 metrics

Authorized common shares 90,000,000 to 180,000,000 shares Amended charter effective September 30, 2026

Shares outstanding 82,580,446 shares As of the record date

Shares represented 63,865,054 shares At the September 30, 2026 special meeting

Represented shares Approximately 77.33% Of shares outstanding as of the record date

Votes for Proposal 1 60,769,536 votes Proposal to increase authorized common shares

Votes against Proposal 1 3,048,757 votes Proposal to increase authorized common shares

Abstentions on Proposal 1 46,761 votes Proposal to increase authorized common shares

Key Terms

exculpation of officers, forum selection provisions, certificate of designation, broker non-votes

4 terms

exculpation of officers regulatory

"provide for exculpation of officers permitted by Delaware law"

forum selection provisions regulatory

"add forum selection provisions"

certificate of designation regulatory

"certificate of designation that relates to the terms"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

broker non-votes regulatory

"number of abstentions and broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How did NNBR stockholders vote on the authorized share increase?

The proposal received 60,769,536 votes for, 3,048,757 against and 46,761 abstentions.

How many shares were represented at NNBR’s September 30 special meeting?

63,865,054 shares were present or represented by proxy, approximately 77.33% of the 82,580,446 shares outstanding as of the record date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/30/2026 - 05:17 PM Accepted by SEC EDGAR 09/30/2026 - 05:17 PM Learn about SEC filing dates

September 30, 20260000918541falseCharlotteNorth Carolina12/3100009185412026-09-302026-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2026

NN, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-39268			62-1096725
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

6210 Ardrey Kell Road, Suite 120
Charlotte, North Carolina						28277
(Address of principal executive offices)						(Zip Code)

(980) 264-4300

(Registrant’s telephone number, including area code) 

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01

NNBR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company.			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 30, 2026, at a special meeting of stockholders (the “Special Meeting”) of NN, Inc. (the “Company”), the Company’s stockholders approved the amendment and restatement of the Company’s Certificate of Incorporation to, among other things:

1.increase the authorized number of shares of common stock, par value $0.01 per share (the “Common Stock”), from 90,000,000 shares to 180,000,000 shares;

2.provide for exculpation of officers permitted by Delaware law;

3.add forum selection provisions;

4.modify requirements to amend any certificate of designation that relates to the terms of one or more outstanding series of preferred stock; and

5.remove outdated provisions related to the declassification of the Board of Directors (the “Board”) of the Company and make other ministerial changes (each of the amendments set forth in clauses (i) through (v), collectively, the “Charter Amendments”).

The Charter Amendments were effected pursuant to an Amended and Restated Certificate of Incorporation (the “Restated Certificate”) filed with the Secretary of State of the State of Delaware on September 30, 2026, effective as of such date. The foregoing description is qualified in its entirety by the Restated Certificate, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Special Meeting, the Company’s stockholders voted on five proposals, which are described in more detail in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting, which was filed with the Securities and Exchange Commission on August 28, 2026. Of the 82,580,446 shares of the Company’s common stock outstanding as of the record date, 63,865,054 shares, or approximately 77.33%, were present or represented by proxy at the Special Meeting.

The following is a brief description of the matters voted upon and the certified results, including the number of votes cast for and against each matter, as well as the number of abstentions and broker non-votes with respect to each matter, where applicable.

Proposal 1. Stockholders approved 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. The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non- Votes
60,769,536						3,048,757						46,761						—

Proposal 2. Stockholders approved an Amended and Restated Certificate of Incorporation to provide for exculpation of officers permitted by Delaware law. The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non- Votes
43,536,635						2,154,268						635,504						17,538,647

Proposal 3. Stockholders approved an Amended and Restated Certificate of Incorporation to add forum selection provisions.The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non- Votes
43,318,616						2,832,117						175,674						17,538,647

Proposal 4. Stockholders approved 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. The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non- Votes
45,004,655						1,210,376						111,376						17,538,647

Proposal 5. Stockholders approved an Amended and Restated Certificate of Incorporation to remove outdated provisions related to the declassification of the Board and make other ministerial changes. The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non- Votes
61,438,849						2,320,656						105,549						—

=

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.						Description of Exhibit
3.1						Amended and Restated Certificate of Incorporation of NN, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:			September 30, 2026

			NN, INC.
			By:			/s/ Harold C. Bevis
			Name:			Harold C. Bevis
			Title:			President, Chief Executive Officer and Director

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 RESTATED CERTIFICATE 48.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB