NN INC 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures 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). 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 The management of NN, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has determined that the Company's internal control over financial reporting was effective as of December 31, 2022. Grant Thornton LLP, the independent registered public accounting firm that has audited our consolidated financial statements, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, as stated in their report included in Item 8 of this Annual Report. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 64 Table of Contents PART III Item 10. Directors, Executive Officers, and Corporate Governance The information required by this Item 10 of Form 10-K concerning our directors is contained in our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2022 (“our definitive proxy statement”), and in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference. Our Code of Conduct/Ethics Statement, as amended (the “Code”), is applicable to all officers, directors, and employees. The Code is posted on our website at www.nninc.com. Information contained on our website is not part of this Annual Report. We will satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, any provision of the Code with respect to our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions by disclosing the nature of such amendment or waiver on our website or in a Current Report on Form 8-K. Item 11. Executive Compensation The information required by Item 11 of Form 10-K is contained in the sections entitled “Information about the Directors and the Director Nominees — Compensation of Directors” and “Executive Compensation” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 of Form 10-K is contained in the section entitled “Beneficial Ownership of Common Stock” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference. Information required by Item 201(d) of Regulation S-K concerning our equity compensation plans is set forth in the table below. Table of Equity Compensation Plan Information (in thousands, except per share data) Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a) Weighted-average exercise price of outstanding options, warrants, and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 538 $ 12.63 3,421 Equity compensation plans not approved by security holders — — — Total 538 $ 12.63 3,421 Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item 13 of Form 10-K regarding review, approval, or ratification of transactions with related persons is contained in the section entitled “Certain Relationships and Related Transactions” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference. The information required by this Item 13 of Form 10-K regarding director independence is contained in the section entitled “Information about the Directors and the Director Nominees” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference. Item 14. Principal Accountant Fees and Services 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. 65 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules (a) Documents Filed as Part of this Report 1. Financial Statements The consolidated financial statements of NN, Inc. filed as part of this Annual Report on Form 10-K begin on the following pages hereof: Page Reports of Independent Registered Public Accounting Firm 31 Consolidated Statements of Operations and Comprehensive Income (Loss) 33 Consolidated Balance Sheets 34 Consolidated Statements of Changes in Stockholders’ Equity 35 Consolidated Statements of Cash Flows 36 Notes to Consolidated Financial Statements 37 2. Financial Statement Schedules The required information is reflected in the Notes to Consolidated Financial Statements within Item 8. 3. Exhibits NN, Inc. will provide without charge to any person, upon the written request of such person, a copy of any of the following Exhibits to this Form 10-K. Incorporation by Reference Exhibit Number Description of Exhibit Form SEC File No. Exhibit Filing Date 2.1 Agreement and Plan of Merger, dated as of July 18, 2014, by and among NN, Inc., PMC Global Acquisition Corporation, Autocam Corporation, Newport Global Advisors, L.P., and John C. Kennedy 8-K 000-23486 2.1 July 22, 2014 2.2 Stock Purchase Agreement, dated as of August 17, 2015, by and among NN, Inc., Precision Engineered Products Holdings, Inc. and PEP Industries, LLC 8-K 000-23486 2.1 August 18, 2015 2.3 Purchase Agreement, dated as of July 10, 2017, by and between NN, Inc. and TSUBAKI NAKASHIMA Co., Ltd. 8-K 000-23486 2.1 July 10, 2017 2.4 Stock Purchase Agreement, dated as of April 2, 2018, by and among NN, Inc. Precision Engineered Products LLC, Paragon Equity LLC, and PMG Intermediate Holding Corporation 8-K 000-23486 2.1 April 3, 2018 2.5 Stock Purchase Agreement, dated as of August 22, 2020, by and between NN, Inc., Precision Engineered Products Holdings, Inc. and ASP Navigate Acquisition Corp. 8-K 001-39268 2.1 August 24, 2020 3.1 Restated Certificate of Incorporation of NN, Inc. S-3 333-89950 3.1 June 6, 2002 3.2 Certificate of Amendment to Restated Certificate of Incorporation of NN, Inc. (Declassification). 8-K 000-23486 3.1 May 20, 2019 3.3 Certificate of Amendment to Restated Certificate of Incorporation of NN, Inc. (Share Increase) 8-K 000-23486 3.2 May 20, 2019 3.4 Certificate of Designation of Series A Junior Participating Preferred Stock of NN, Inc., as filed with the Secretary of the State of Delaware 8-K 000-23486 3.1 December 18, 2008 3.5 Certificate of Designation of Series B Convertible Preferred Stock of NN, Inc. 8-K 000-23486 3.1 December 11, 2019 3.6 Certificate of Designations of Series C Junior Participating Preferred Stock of NN, Inc. 8-K 000-23486 3.1 April 16, 2020 66 Table of Contents Incorporation by Reference Exhibit Number Description of Exhibit Form SEC File No. Exhibit Filing Date 3.7 Amended and Restated By-Laws of NN, Inc. 8-K 001-39268 3.1 January 20, 2023 3.8 Certificate of Designation of Series D Preferred Stock 8-K 000-39268 3.1 March 22, 2021 4.1 The specimen stock certificate representing NN, Inc.’s Common Stock, par value $0.01 per share S-3 333-89950 4.1 June 6, 2002 4.2 Stockholders’ Agreement, effective as of August 29, 2014, by and between NN, Inc. and John C. Kennedy 8-K 000-23486 4.1 September 2, 2014 4.3 Form of Common Stock Purchase Warrant 8-K 000-23486 4.1 December 11, 2019 4.4 Rights Agreement, dated as of April 15, 2020, between NN, Inc. and Computershare Inc., as Rights Agent. 8-K 000-23486 4.1 April 16, 2020 4.5 Description of Securities 10-K 000-39268 4.5 March 15, 2021 4.6 Common Stock Warrant 8-K 000-39268 4.1 March 22, 2021 10.1* NN, Inc. 2005 Stock Incentive Plan S-8 333-130395 4.1 December 16, 2005 10.2* NN, Inc. 2011 Amended and Restated Stock Incentive Plan DEF14A 000-23486 Appendix A April 1, 2016 10.3* Form of Indemnification Agreement S-3/A 333-89950 10.6 July 15, 2002 10.4* Elective Deferred Compensation Plan, dated February 26, 1999 10-K 000-23486 10.16 March 31, 1999 10.5 Escrow Agreement, effective as of August 29, 2014, by and among NN, Inc., Newport Global Advisors, L.P., John C. Kennedy and Computershare Trust Company, N.A. 8-K 000-23486 10.3 September 2, 2014 10.6 Indemnity Agreement, effective as of August 29, 2014, by and among NN, Inc. and each of the shareholders of Autocam Corporation identified therein 8-K 000-23486 10.4 September 2, 2014 10.7* Executive Employment Agreement, dated September 9, 2014, between NN, Inc. and Warren A. Veltman 10-K 000-23486 10.27 March 16, 2015 10.8 Amendment and Restatement Agreement, dated as of September 30, 2016, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, KeyBank National Association and Regions Bank 8-K 000-23486 10.1 October 3, 2016 10.9 Incremental Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2016, among NN, Inc., the Guarantors, HomeTrust Bank, as 2016 Revolving Credit Increase Lender, KeyBank National Association, as an L/C Issuer, Regions Bank, as Swing Line Lender and an L/C Issuer, and SunTrust Bank, as Administrative Agent and an L/C Issuer 8-K 000-23486 10.1 November 4, 2016 10.10 NN, Inc. 2016 Omnibus Incentive Plan DEF14A 000-23486 Appendix A November 10, 2016 10.11 Form of Incentive Stock Option Agreement under the 2016 Omnibus Incentive Plan 10-K 000-23486 10.18 March 16, 2017 10.12 Form of Nonqualified Stock Option Agreement under the 2016 Omnibus Incentive Plan 10-K 000-23486 10.19 March 16, 2017 10.13 Form of Restricted Share Award Agreement under the 2016 Omnibus Incentive Plan 10-K 000-23486 10.20 March 16, 2017 10.14 Form of Performance Share Unit Award Agreement under the 2016 Omnibus Incentive Plan 10-K 000-23486 10.21 March 16, 2017 10.15* Separation Agreement, dated as of April 1, 2017, by and between NN, Inc. and Matthew S. Heiter. 10-Q 000-23486 10.2 May 4, 2017 67 Table of Contents Incorporation by Reference Exhibit Number Description of Exhibit Form SEC File No. Exhibit Filing Date 10.16 Amendment No. 1 to Amended and Restated Credit Agreement, dated as of April 3, 2017, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, JPMorgan Chase Bank, N.A., KeyBank National Association and Regions Bank 8-K 000-23486 10.1 April 4, 2017 10.17 Amendment No. 2 to Amended and Restated Credit Agreement, dated as of August 15, 2017, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, and SunTrust Bank, Regions Bank, JPMorgan Chase Bank, N.A., HomeTrust Bank and Key Bank National Association, collectively, the Revolving Credit Lenders, and SunTrust Bank, as the Administrative Agent. 8-K 000-23486 10.1 August 18, 2017 10.18 Amendment No. 3 to Amended and Restated Credit Agreement, dated as of November 24, 2017, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, as administrative agent, and certain lenders named therein. 8-K 000-23486 10.1 November 24, 2017 10.19 Commitment Letter, dated as of April 2, 2018, by and among NN, Inc., SunTrust Bank and SunTrust Robinson Humphrey, Inc. 8-K 000-23486 10.1 April 3, 2018 10.20 Amendment No. 4 to Amended and Restated Credit Agreement, dated May 7, 2018, by and among NN, Inc., the affiliated Guarantors party thereto, SunTrust Bank, SunTrust Robinson Humphrey, Inc. and the Lenders party thereto 8-K 000-23486 10.1 May 7, 2018 10.21 Amendment No. 5 to Amended and Restated Credit Agreement, dated December 26, 2018, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein 8-K 000-23486 10.1 December 26, 2018 10.22 Cooperation Agreement dated February 25, 2019, by and among NN, Inc., Legion Partners Asset Management, LLC, and certain persons listed therein 8-K 000-23486 10.1 February 26, 2019 10.23 Amendment No. 6 to Amended and Restated Credit Agreement, dated March 15, 2019, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein 8-K 000-23486 10.1 March 18, 2019 10.24* NN, Inc. 2019 Omnibus Incentive Plan. DEF14A 000-23486 Appendix C April 8, 2019 10.25* Separation Agreement, dated as of April 1, 2017, by and between NN, Inc. and D. Gail Nixon. 10-Q 000-23486 10.1 May 10, 2019 10.26 Amendment No. 7 to Amended and Restated Credit Agreement, dated June 11, 2019, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein 8-K 000-23486 10.1 June 12, 2019 10.27* Form of Incentive Stock Option Agreement under the 2019 Omnibus Incentive Plan. 10-Q 000-23486 10.4 August 9, 2019 10.28* Form of Nonqualified Stock Option Agreement under the 2019 Omnibus Incentive Plan. 10-Q 000-23486 10.5 August 9, 2019 10.29* Form of Restricted Share Award Agreement under the 2019 Omnibus Incentive Plan. 10-Q 000-23486 10.6 August 9, 2019 68 Table of Contents Incorporation by Reference Exhibit 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. 10-Q 000-23486 10.7 August 9, 2019 10.31* Letter of Understanding and Relocation Agreement, effective as of August 23, 2019, by and between NN, Inc. and Thomas DeByle. 8-K 000-23486 10.1 August 27, 2019 10.32* Form of Separation Agreement. 8-K 000-23486 10.2 August 27, 2019 10.33* Amendment No. 1 to Executive Employment Agreement, dated as of September 20, 2019, by and between NN, Inc. and Warren A. Veltman 8-K 000-23486 10.1 September 24, 2019 10.34 Securities Purchase Agreement, dated December 5, 2019, by and among NN, Inc. and the Investors. 8-K 000-23486 10.1 December 11, 2019 10.35 Registration Rights Agreement, dated as of December 11, 2019, by and among NN, Inc. and the Investors. 8-K 000-23486 10.2 December 11, 2019 10.36 Amendment No. 8 to Amended and Restated Credit Agreement, dated December 19, 2019, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein 8-K 000-23486 10.1 December 19, 2019 10.37* Amendment No. 2 to Executive Employment Agreement, dated as of February 17, 2020, by and between NN, Inc. and Warren A. Veltman 8-K 000-23486 10.1 February 20, 2020 10.38* Executive Employment Agreement dated October 3, 2014, between the Company and John R. Buchan 10-Q 001-39268 10.1 May 11, 2020 10.39 Amendment No. 1 to Second Amended and Restated Credit Agreement, dated as of July 29, 2020, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, Truist Bank, JPMorgan Chase Bank, N.A., KeyBank National Association and HomeTrust Bank 8-K 001-39268 10.1 July 31, 2020 10.40 Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of August 22, 2020, by and among NN, Inc., certain NN, Inc. subsidiaries named therein, Truist Bank, JPMorgan Chase Bank, N.A., KeyBank National Association and HomeTrust Bank 8-K 001-39268 10.1 August 24, 2020 10.41* Form of Retention Bonus Agreement 8-K 001-39268 10.1 October 19, 2020 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 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 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 NN, Inc., as borrower, and JPMorgan Chase Bank, N.A., as administrative agent 8-K 001-39268 10.4 March 22, 2021 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 69 Table of Contents Incorporation by Reference Exhibit 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. and Thomas D. DeByle 8-K 001-39268 10.1 June 15, 2021 10.48* Separation Agreement by and between NN, Inc. and Michael C. Felcher 8-K 001-39268 10.2 June 15, 2021 10.49 Amendment No. 1 to Term Loan Credit Agreement, dated as of March 3, 2022, by and among NN, Inc., certain subsidiaries of NN, Inc., the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent. 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 31.1# Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act 31.2# Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act 32.1## Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act 32.2## Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act 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) _______________________________ * Management contract or compensatory plan or arrangement. # Filed herewith ## This certification is being furnished solely to accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filings. Item 16. Form 10-K Summary None. 70 Table of Contents SIGNATURES 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. NN, Inc. By: /s/ Warren A. Veltman Warren A. Veltman President, Chief Executive Officer and Director Date: March 10, 2023 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name and Signature Title Date /s/ Warren A. Veltman President, Chief Executive Officer and Director (Principal Executive Officer) March 10, 2023 Warren A. Veltman /s/ Michael C. Felcher Senior Vice President – Chief Financial Officer (Principal Financial and Accounting Officer) March 10, 2023 Michael C. Felcher /s/ Jeri J. Harman Non-Executive Chairman, Director March 10, 2023 Jeri J. Harman /s/ Raynard D. Benvenuti Director March 10, 2023 Raynard D. Benvenuti /s/ Robert E. Brunner Director March 10, 2023 Robert E. Brunner /s/ Christina E. Carroll Director March 10, 2023 Christina E. Carroll /s/ João Faria Director March 10, 2023 João Faria /s/ Rajeev Gautam, Ph.D. Director March 10, 2023 Rajeev Gautam, Ph.D. /s/ Shihab Kuran, Ph.D. Director March 10, 2023 Shihab Kuran, Ph.D. /s/ Tom H. Wilson, Jr. Director March 10, 2023 Tom H. Wilson, Jr. 71