Current Report Filing (8-k)
December 16 2016 - 4:06PM
Edgar (US Regulatory)
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): December 16, 2016 (December 14, 2016)
NN, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-23486
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62-1096725
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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207 Mockingbird Lane
Johnson City, Tennessee
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37604
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(Address of principal executive offices)
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(Zip Code)
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(423) 434-8300
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2016, the Board of Directors of NN, Inc. (the
Company) adopted and approved the Companys 2016 Omnibus Incentive Plan (the Plan), subject to stockholder approval. The Plan was submitted to the Companys stockholders at a special meeting of stockholders held on
December 14, 2016 (the Special Meeting). At the Special Meeting, the Companys stockholders approved the Plan, and it became effective as of that date. The results of the stockholder vote on the Plan are set forth below under
Item 5.07 of this Current Report on Form 8-K.
A description of the material terms of the Plan is set forth under the caption
Proposal 1: Approval of the 2016 Omnibus Incentive PlanSummary of the 2016 Omnibus Incentive Plan in the Companys Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on
November 10, 2016, and is incorporated herein by reference. The description of the Plan therein is a summary and is qualified in its entirety by the full text of the Plan, a copy of which is incorporated by reference to Exhibit 10.1 to this
Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As of November 1, 2016, the record date for the Special Meeting, a total of 27,239,637 shares of the Companys common stock were
outstanding and entitled to vote on all matters presented to the Companys stockholders at the Special Meeting. At the Special Meeting, the Companys stockholders considered the following proposals:
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(1)
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Approval of the 2016 Omnibus Incentive Plan; and
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(2)
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Approval of adjournments to the Special Meeting.
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The 2016 Omnibus Incentive Plan was
approved, and the aggregate votes cast for or against, as well as abstentions and broker non-votes, were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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20,320,882
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3,285,353
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107,097
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0
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Stockholder action on the second proposal, to approve adjournments to the Special Meeting, was not required,
and no vote was taken on that proposal.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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NN, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Appendix A to NN, Inc. definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 10, 2016)
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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: December 16, 2016
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NN, INC.
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By:
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/s/ Matthew S. Heiter
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Name:
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Matthew S. Heiter
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Title:
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Senior Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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NN, Inc. 2016 Omnibus Incentive Plan (incorporated by reference to Appendix A to NN, Inc. definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on November 10, 2016)
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