Internet as instructed below, to ensure your vote is counted. Record Date Holders of our Class A common stock at the close of business on November 27, 2020 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. During 2014, PricewaterhouseCoopers LLP provided us with audit and tax-related services. The Compensation Committee also evaluates the CEO based upon the our financial performance as compared to our annual business plan and compares the CEO’s compensation to the peer companies at the 50th percentile of market of total direct compensation. REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY VOTE BY executive officer’s compensation to the Company’s and the individual’s performance; and directly align the interests of management with the interests of our stockholders through stock-based compensation arrangements. This summary does not contain all of the information that you should consider in deciding how to vote, and you should read the entire Proxy Statement carefully before voting. pursuant to Item 404 of Regulation S-K. Additionally, no executive officer of the Company has served or serves on the compensation committee or board of any company that employed or employs any member of the Company’s Compensation Prior to joining Eaton, Mr. Holder served as Director of Aircraft & Any approvals reviewing and overseeing the management of any risk related to the Company’s compensation plans, policies and programs. For ratification of the selection of PRICEWATERHOUSECOOPERS LLP as registered independent public accounting firm. Includes 33,000 shares of common stock subject to options that are presently exercisable or exercisable within 60 days of March 20, 2015 and 26,500 shares of common stock owned by Mr. Gentry’s spouse. information with respect to nonqualified deferred compensation during 2014. This oversight responsibility of the Board and its Committees is enabled by management reporting processes that are designed to provide maximum visibility to the Board of the identification and assessment service on the board of directors of a publicly traded company. have no effect on the outcome of the election of directors, or the advisory vote on the executive compensation of our named executive officers. : 207 Mockingbird Lane • Johnson City, TN 37604. The proxy must be sent to every shareholder in advance of the company's annual shareholders meeting. Includes 55,600 shares of common stock subject to options that are presently exercisable or exercisable within 60 days of March 20, 2015 and 5,287 shares of common stock owned by Mr. Werner’s spouse. Proposal III: Ratification of Selection of Registered Independent Public Accounting Firm. The Board of Directors recommends you vote FOR proposals 2 and 3. Proxy Statement Pursuant to Section 14(a) of the, Filed by the In March 2015, our Board established stock ownership guidelines of five times annual base salary for our Chief Executive Officer, three times annual base salary for our other executive officers and three times the annual retainer of of engineered components and products and Lindsay Corporation, a publically held global company focusing on providing irrigation and infrastructure solutions. William Dries has been a member of the Board since 2014. — — — — — — — — — —. and that the long-term interests of stockholders are served. because they were deemed to be “grandfathered” in; that is, they were enacted prior to the change in view of the proxy advisory firms. their judgment as to one component of our compensation program (the tax gross up in Mr. Holder’s employment agreement) as opposed to expressing judgment on our compensation program as a whole. background, employment and affiliations, including family relationships, our Board has determined that none of our current directors other than Mr. Holder, who is our Chief Executive Officer, has a relationship that would interfere with the Among other matters as provided in its charter, the Governance All compensation decisions during the fiscal year ended December 31, 2014 for each of the named executive officers were made by the to long-term sustainable performance. 2020 Proxy Statement 822.4 KB. Mr. Gentry retired from his position of Senior Vice President — Managing Director, Metal Bearing Components, effective as of December 31, 2014. The assumptions used Relationships and Related Transactions. We pay annual incentives to drive the achievement of key business results and to recognize individuals based on their contributions to those For this reason, our Board is requesting that you allow your shares to be represented at the Annual Meeting by the proxies named on the enclosed proxy card. interests of these individuals to the interests of our stockholders. Includes 41,666 shares of common stock subject to options that are presently exercisable or exercisable within 60 days of March 20, 2015. Includes shares of common stock subject to options exercisable within 60 days of March 20, 2015 and shares of restricted Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Generally, broker non-votes occur on a non-routine proposal where a broker is not permitted to vote on that proposal without instructions from the beneficial owner. Pursuant to the terms of the stockholders’ agreement, shares of the YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED AT THE ANNUAL MEETING. | Travel, Leisure and Recreation Industry From 1989 to 1991, Mr. Morris served as Chairman of the board of directors of Integrated Technologies, Inc., a manufacturer of computer software, and from 1988 to 1989, he served as “SEC,” “audit fees” are fees billed to the Company for professional services for the audit of the Company’s consolidated financial statements included in our Annual Report on Form 10-K and review of financial statements | BYX Exchange Presented our strategic plan with goals to double revenue and triple earnings per share by 2018, Acquired V-S Industries, a high precision manufacturer with locations in Illinois and Mexico, Acquired RFK, a tapered roller manufacturer with operations in Bosnia and Herzegovina, Acquired Chelsea Grinding Company, a cylindrical roller manufacturer, Acquired Autocam Corporation, a high precision manufacturer with locations on four continents. NN, Inc. • 6210 Ardrey Kell Road • Charlotte, NC 28277 • 980-264-4329 qualified candidates recommended by stockholders. | EDGX Exchange 2019 Proxy Statement 494.4 KB. Management has the responsibility for preparation of the Company’s financial statements and the registered independent public Although the Compensation Committee uses the requirements of Section 162(m) as a guideline, deductibility is not the sole factor it considers in assessing nominee to be elected. date or meeting date. filing fee is calculated and state how it was determined): Proposed maximum aggregate value of transaction: Form, Schedule or Registration Statement No. Mr. Warshaw serves on the board of directors of Park Electrochemical Corp., a publicly held advanced materials manufacturing company. Compensation(1). designed to enhance our short-term performance and increase long-term stockholder value. Widders and Kelly, respectively. billed by PricewaterhouseCoopers LLP for audit services rendered in connection with the financial statements and reports for fiscal years 2014 and 2013 and for tax-related services rendered during fiscal years 2014 and 2013 on our behalf, as well as THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. As such, the Board is. its President and Chief Executive Officer. The Board will act on the resignation taking into account the recommendation of the Governance Committee and publicly disclose its decision and its rationale within 90 days of the certification of the Messrs. Holder, Dorton, Gentry, Widders and Kelly have written employment agreements to serve in their respective positions that extend Potential, apparent or actual conflicts of interest must be reported to management. excessive risk-taking, our compensation policies include risk mitigation features. (iii) Internet, or (iv) appearing in person and voting at the Annual Meeting. whole has responsibility for risk oversight. Mr. Dries previously served The Board and its Committees oversee risks associated with their respective principal areas of focus. Sharing and Personal Tools. owned by Autocam Medical for purposes of transporting NN executives on Company-related business. Add Files. 2018 Annual Meeting Proxy Statement 4.3 MB. If you hold shares of NN common stock at the close of business on March 20, 2015, you Additionally, the Compensation Committee has from time to time granted stock options to non-employee directors. restricted shares of stock awarded on March 19, 2014 to each of Messrs. Brunner, Morris, Pugh, Warshaw and Werner. 2016 Proxy Statement 1 MB. If you vote by proxy and your proxy card is incomplete or if you do not and those detailed in the Principles of Corporate Governance, including establishing the agenda for and leading Board meetings, facilitating communications among Board members and communications between the Board and the Chief Executive Officer The employment agreements for each of Messrs. Holder, Dorton, Gentry, Widders and Kelly also include a non-competition term that ends two years after the We supported the COVID-19 public health response, delivered new innovative tools, and adapted our business to empower people with the information and technology they needed most. We have significant stock ownership guidelines to ensure that a significant portion of an executive officers’ net worth is in our common stock and therefore tied The terms of the employment relationship with Jack Gentry are, in the Company’s opinion, no less favorable than the Company would have been directors if elected, but if any of them should decline or be unable to serve, the persons named as proxies intend to vote all shares in favor of the election of such other persons who may be nominated as replacements by the Board. In addition to solicitation by mail, officers and employees of the Company, without additional remuneration, may solicit proxies by telephone, facsimile transmission or personal contact. Based on discussions we had with stockholders in 2014, we learned that the Say on Pay vote expressed Apple Inc. | 2021 Proxy Statement | 3. Additionally, the Chairman of the Audit Committee is paid an annual retainer of $9,000 and each of the Chairman of the Governance Committee and the Chairman of the the Board’s and our executives’ long-term financial interests with those of stockholders. William Dries and David L. Pugh. The candidate should be independent in judgment and not represent the In identifying the peer group of surveyed companies, our Vice President of Human Resources utilizes the Economic Research Institute, an industry and region specific Based on the review and discussions referred to above, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. Although a Shares represented by a properly To contact NN’s board of directors: Board of Directors NN, Inc. 6210 Ardrey Kell Road Charlotte, NC 28277 980-264-4300. Mr. Kennedy was also the largest shareholder of Autocam. Prior to joining Mr. Holder brings to the Board diverse experience in global supply chain management, operations, strategic development and execution and extensive experience in acquisition strategy and The following table shows the percentage upon which each named executive officer’s lump sum payment would be On May 15, 2014, William Dries was awarded 2,000 options to purchase the Company’s stock. On March 19, 2014, the Company awarded an aggregate of 96,000 stock options to five non-employee directors, five executive officers and other key employees. If the stockholders should not ratify the appointment of candidate’s competencies, experience and knowledge should enable him or her to contribute significantly to the governance of a complex, multi-national business enterprise. that attract and retain qualified and dedicated executives who are essential to our long-term success; are competitive with the compensation arrangements offered by comparable companies including our competitors; tie a significant portion of an Governance Committee will evaluate any director candidate nominated by stockholders according to the foregoing criteria and, based on the results of that evaluation, will determine whether to include the candidate in its recommended slate of The Schedule 13G states that Dimensional Fund Advisors LP has sole voting power with respect to 1,437,543 shares We believe this negates any motivation to take inappropriate risks associated with business performance. other legal entity, you should sign the accompanying proxy card in the entity name and indicate your name and title. The record date for the Annual Meeting is March 20, 2015. In at 10:00 a.m., local time, at the Fort Lauderdale Marriott Harbor Beach Resort located at 3030 Holiday Drive, Fort Lauderdale, Florida 33316. Whom do I contact with questions about my stock? Among other The table below provides information about the compensation our number of terms a director may serve because we believe that term limits may cause the loss of experience and expertise important to the optimal operation of the Board. During the five years prior to starting his business, Mr. Werner served as Director of Strategic Planning and Business Development for No formal policy has been adopted with respect to minimizing the The Audit Committee oversees that management has established a process to assure an adequate system of internal controls and maintains the reliability of the accounting policies Stockholders and other interested parties may contact the Board, any of its Committees, its independent directors, or any individual director the board of directors of Hexcel Corporation, a publicly held company and a leading producer of advanced composites. Summary of 2014 Named Executive Officers’ Compensation. FOR. years from the date he or she becomes subject to the stock ownership guidelines to meet his or her target. Nn Inc is primarely in the business of ball & roller bearings. Amounts represent the grant date fair value, as computed in accordance with the FASB ASC Topic 718, of 25,000, 7,000, 7,000, 5,000 and 5,000 of stock awarded on March 19, 2014 to Messrs. Holder, Dorton, Gentry, Mr. Morris has served as our Chairman since 2013 and has performed the responsibilities prescribed to him by the Board Mr. Morris, a long-time independent director of the Company, has extensive experience with technology, that Mr. Frank T. Gentry, III, our former Senior Vice President — Managing Director, Metal Bearing Components, filed a late Form 4 reporting two exempt transactions. The components of our compensation that are tied to performance seek to reward both short-term and long-term Compensation Committee Interlocks and Insider Participation. associates are to avoid actual conflicts of interest, but to also avoid the appearance of a conflict. The Schedule 13G states that Royce & Associates LLC has sole voting power and sole dispositive power Tool Works, Inc., including positions in general management, operations management and sales & marketing. his annual salary, paid on a monthly basis, for one year from the date of termination. annual retainer of $10,000. are entitled to vote at the Annual Meeting. Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Add Files . Notwithstanding anything to the contrary set forth in the Company’s previous filings under the Securities Act of 1933, as amended, or the Abstentions and broker non-votes will not be taken into account in determining the outcome of the election. Each member of the Audit Committee meets the independence requirements of the Nasdaq rules. The Audit Committee is responsible for risk and exposures If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards In March 2015, the Board adopted stock ownership guidelines for our directors and executive officers. formulas contained in the employment agreements, and with assistance from our compensation consultant, we have determined that it is unlikely that the tax gross up provisions in these agreements will ever actually be triggered. This means that the number of votes cast We believe the addition of performance share units, which will measure performance on a going forward basis over a three year period, will even more closely Tuesday, May 25, 2021. The Company has nominated for election Robert E. Brunner, Richard by the Company. automatically for successive one-year terms unless either party gives notice of termination. Stockholders will be asked to vote on the matters described in the enclosed Proxy Statement. Mr. Werner retired in 2009 from Werner & Associates, a Mr. Brunner serves on the board of directors of Leggett & Platt, Incorporated, a publicly held diversified manufacturer The Company does Compensation Committee are paid an annual retainer of $5,000. review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations, including the different notice submission date requirements in the event we do not hold our 2016 Annual Meeting of Mr. Brunner brings to the Board broad industry knowledge, executive leadership President of Illinois Tool Works, Inc., an international manufacturer of highly engineered fasteners and components, equipment and consumable systems and specialty products, from 2006 until his retirement in 2011. The following table indicates your proxy card in hand when you call and then follow the instructions. The restricted stock awards to directors vest over a In evaluating director nominees, including candidates stock for which the indicated persons have sole voting power, but not sole investment power. Only stockholders who owned our common stock at the close of business on April 8, 2020 can vote at this meeting or any adjournments that may take place. $1,000 for each committee meeting attended, and $500 for each teleconference meeting attended. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. The proxy must be sent to every shareholder in advance of the company's annual shareholders meeting. Mr. Kennedy owns a controlling interest in Autocam Medical in addition to serving as a director and The employment agreements for each of Messrs. Holder, Dorton, Gentry, During 2014, we awarded 98,000 options and 97,000 shares of restricted shares to five executive Attendance at Board and Committee Meetings. Have annually review and approve corporate goals and objectives relative to the Chief Executive Officer evaluation, compensation and performance; review and approve the Company’s executive compensation policies and practices; supervise the administration of the Company’s employee benefit plans, including the 2005 NN, Inc. Stock Incentive Plan and the 2011 Stock Incentive Plan; retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO, or senior executive compensation; review and approve annually for senior executives of the company: (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, time to Board duties. The tax gross up provisions included in the form employment agreement were legacy provisions and were included in these executive’s original agreements executed in Because shares of our common stock are traded on the Nasdaq Global Select Market, we are subject to the corporate governance requirements set Company’s Certificate of Incorporation provides for the division of the Board into three classes: Class I, Class II and Class III. 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): March 22, 2021 NN, Inc. (Exact name of registrant as specified in its charter) Delaware 000-23486 62-1096725 (State or Other Jurisdiction of Incorporation) … have not implemented because we do not believe they would serve our stockholders’ long-term interest. may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent. As a result, if you do not provide voting instructions to the organization holding your account, your shares will | Business Announcement The functions of the Compensation Committee are discussed in further detail in the section entitled “Compensation Committee Report” herein. development. NN INC income statements for executive base pay and bonus are filed yearly with the SEC in the edgar filing system. review and assess the Company’s senior management succession plan on an annual basis. | Stock Markets The Governance Committee will also consider whether a candidate meets the definition of “independent director” under Nasdaq rules. If you plan to attend the Annual Meeting, you will need to bring a valid proxy from the organization holding your position in the Company. In this Proxy Statement, terms such as “NN,” the “Company,” “we,” “us” and “our” refer to The mailing address of the Company’s executive office is 207 Mockingbird Lane, Johnson City, Tennessee 37604. would be reflected in the minutes of the meeting of the Board at which the Board approved the transaction. We pay base salaries to attract talented executives and to provide a fixed base of cash compensation. We have stock ownership guidelines to ensure that a meaningful portion of an executive Stockholders of NN, Inc., or the “Annual Meeting.” Your vote is very important. competing against the Company for three years following the closing of the Autocam acquisition and agreed to customary confidentiality and non-solicitation provisions. The following table sets forth the aggregate fees filings. Abstentions will have the effect of “no” votes on this matter. Additionally, Rising Tide, LLC, a limited Our Board undertook a review of the composition of our Board and its Committees and the independence of each director. 2018 Proxy Statement 382.8 KB. December 31, 2014. The Audit Committee met seven times in 2014. Regulations to furnish the Company has adopted a clawback policy LLC has sole voting power sole! Award vests each year starting in March 2015, the Board engaged independent directors vote, MARK BLOCKS below BLUE! Employed by Autocam on a part-time basis, Class II directors will be as! 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