NN Inc is asking stockholders to double authorized common stock from 90,000,000 shares to 180,000,000 shares. The increase would give NN Inc flexibility for potential public offerings, private placements, transactions to reduce operating leverage, acquisitions and other strategic transactions, although no definitive issuance arrangements currently exist.

Key Highlights

  • Only 370,147 authorized common shares remain unreserved and available for future issuance.
  • Stockholders of record as of August 25, 2026, may vote at the special meeting.
  • The board recommends voting “For” each proposed charter amendment.

The proposed expansion would give NN Inc additional capacity to consider public offerings, private placements, acquisitions and other strategic transactions, including transactions intended to reduce operating leverage.

Authorized Shares Nearly Fully Allocated

As of August 5, 2026, NN Inc had 90,000,000 authorized common shares, with 82,580,864 issued and outstanding. Other reservations included 15,300 shares tied to the 2019 Omnibus Incentive Plan, 43,600 shares under the 2016 Omnibus Incentive Plan, 89,305 shares under the 2022 Plan and 405,828 shares for outstanding warrants. Only 370,147 authorized shares remained unreserved and available for future issuance.

NN Inc said it has no definitive agreements or arrangements to issue the proposed additional authorized shares. Stockholder approval of the share increase would not depend on approval of the other charter proposals, and the amendment could take effect after NN Inc submits the approved restated certificate to Delaware’s Secretary of State.

September 30 Meeting Covers Five Charter Changes

The special meeting will take place on September 30, 2026, at the Hilton Garden Inn in Charlotte, North Carolina. Stockholders of record at the close of Business on August 25, 2026, may vote in person, by proxy card, by telephone or online. The agenda also covers officer exculpation permitted by Delaware law, forum selection provisions, revised requirements for amending certificates of designation tied to preferred stock, and removal of outdated board declassification provisions.

The board recommends voting “For” each proposal.