What changed in this filing

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Item 9A. Controls and Procedures

2023-03-10 compared with 2022-03-11 · 31 added, 42 removed, 281 unchanged (21% of the section changed)

2 unchanged sentences

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act).

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in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2022, to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

11 unchanged sentences

Not applicable.

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Directors, Executive Officers, and Corporate Governance

32 unchanged sentences

The information required by this Item 14 of Form 10-K concerning our accounting fees and services is contained in the section entitled “Fees Paid to Registered Independent Public Accounting Firm” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

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Exhibit and Financial Statement Schedules

3 unchanged sentences

filed as part of this Annual Report on Form 10-K begin on the following pages hereof:

Reports of Independent Registered Public Accounting Firms

Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Operations and Comprehensive Income (Loss)

7 unchanged sentences

Incorporation by Reference

Number Exhibit Description Form SEC File No.

Number Description of Exhibit Form SEC File No.

Exhibit Filing Date

25 unchanged sentences

8-K 000-23486 3.1 December 11, 2019

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Incorporation by Reference

Number Exhibit Description Form SEC File No.

Exhibit Filing Date

3.6 Certificate of Designations of Series C Junior Participating Preferred Stock of NN, Inc.

8-K 000-23486 3.1 April 16, 2020

Incorporation by Reference

Number Description of Exhibit Form SEC File No.

Exhibit Filing Date

3.7 Amended and Restated By-Laws of NN, Inc.

8-K 000-23486 3.1 November 20, 2015

3.8 Amendment to Amended and Restated Bylaws of NN, Inc.

8-K 000-23486 3.3 May 20, 2019

8-K 001-39268 3.1 January 20, 2023

3.8 Certificate of Designation of Series D Preferred Stock

46 unchanged sentences

10-K 000-23486 10.20 March 16, 2017

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Incorporation by Reference

Number Exhibit Description Form SEC File No.

Exhibit Filing Date

10.14 Form of Performance Share Unit Award Agreement under the 2016 Omnibus Incentive Plan

3 unchanged sentences

10-Q 000-23486 10.2 May 4, 2017

Incorporation by Reference

Number Description of Exhibit Form SEC File No.

Exhibit Filing Date

10.16 Amendment No.

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10-Q 000-23486 10.4 August 9, 2019

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Incorporation by Reference

Number Exhibit Description Form SEC File No.

Exhibit Filing Date

10.28* Form of Nonqualified Stock Option Agreement under the 2019 Omnibus Incentive Plan.

2 unchanged sentences

10-Q 000-23486 10.6 August 9, 2019

Incorporation by Reference

Number Description of Exhibit Form SEC File No.

Exhibit Filing Date

10.30* Form of Performance Share Unit Award Agreement under the 2019 Omnibus Incentive Plan.

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8-K 001-39268 10.1 October 19, 2020

10.42 Securities Purchase Agreement, dated March 22, 2021, by and between N N, Inc.

and the NGTV Nevada Holdi ngs LP

10.42 Securities Purchase Agreement, dated March 22, 2021, by and between NN, Inc.

and the NGTV Nevada Holdings LP

8-K 001-39268 10.1 March 22, 2021

10.43 Board Observer Agreement, dated March 22, 2021, by and between N N, Inc.

and the N HTV N evada Holdings LP

10.43 Board Observer Agreement, dated March 22, 2021, by and between NN, Inc.

and the NHTV Nevada Holdings LP

8-K 001-39268 10.2 March 22, 2021

10.44 Term Loan Credit Agreement, dated March 22, 2021, by and among N N, Inc.

, as borrower, and Oaktree Fund Administration, LLC, as administrative agent

10.44 Term Loan Credit Agreement, dated March 22, 2021, by and among NN, Inc., as borrower, and Oaktree Fund Administration, LLC, as administrative agent

8-K 001-39268 10.3 March 22, 2021

10.45 Credit Agreement, dated March 22, 2021, by and among N N, Inc.

, as borrower, and JPMorgan Chase Bank, N.A., as administrative agent

10.45 Credit Agreement, dated March 22, 2021, by and among NN, Inc., as borrower, and JPMorgan Chase Bank, N.A., as administrative agent

8-K 001-39268 10.4 March 22, 2021

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Incorporation by Reference

Number Exhibit Description Form SEC File No.

Exhibit Filing Date

10.46 Cooperation Agreement, dated May 13, 2021, among NN, Inc., Corre Partners Management, LLC, and each of the persons listed on the signature page thereto

8-K 001-39268 10.1 May 14, 2021

Incorporation by Reference

Number Description of Exhibit Form SEC File No.

Exhibit Filing Date

10.47* Separation Agreement and General Release, dated June 14, 2021, by and between NN, Inc.

7 unchanged sentences

8-K 001-39268 10.1 March 4, 2022

10.50* 2022 Omnibus Incentive Plan

DEF14A 001-39268 Appendix A April 15, 2022

21.1# List of Subsidiaries of NN, Inc.

23.1# Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm

23.2# Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

31.1# Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act

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32.2## Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act

101.INS# XBRL Instance Document

101.SCH# XBRL Taxonomy Extension Service

101.CAL# Taxonomy Calculation Linkbase

101.LAB# XBRL Taxonomy Label Linkbase

101.PRE# XBRL Presentation Linkbase Document

101.DEF# XBRL Definition Linkbase Document

101.INS# XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH# XBRL Taxonomy Extension Schema Document

101.CAL# XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB# XBRL Taxonomy Extension Label Linkbase Document

101.PRE# XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF# XBRL Taxonomy Extension Definition Linkbase Document

104# Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_______________________________

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Form 10-K Summary

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

26 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures