Item 9A. Controls and Procedures
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, 2024, 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, 2024, 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, 2024.
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, 2024, 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, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Adoption or Termination of Trading Arrangements
During the quarter ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
61
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, 2024 (“our definitive proxy statement”), and in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.
Code of Ethics
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.
Insider Trading Policy
We have adopted an insider trading policy governing the purchase, sale and other dispositions of the Company’s stock by its directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the NASDAQ Stock Market. A copy of our Insider Trading Policy is furnished as Exhibit 19.1 to this Annual Report.
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 169 $ 13.99 3,391
Equity compensation plans not approved by security holders — — —
Total 169 $ 13.99 3,391
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.
62
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
32
Consolidated Statements of Operations and Comprehensive Income (Loss)
34
Consolidated Balance Sheets
35
Consolidated Statements of Cash Flows
36
Consolidated Statements of Changes in Stockholders’ Equity
38
Notes to Consolidated Financial Statements
39
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
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 Amended and Restated By-Laws of NN, Inc.
8-K 001-39268 3.1 January 20, 2023
3.5 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 Description of Securities
10-K 000-39268 4.5 March 15, 2021
4.5 Common Stock Warrant
8-K 000-39268 4.1 March 22, 2021
4.6 Common Stock Purchase Warrant
8-K 001-39268 4.1 March 7, 2023
10.1* Form of Indemnification Agreement
S-3/A 333-89950 10.6 July 15, 2002
10.2 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
10.3 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
63
Table of Contents
Incorporation by Reference
Exhibit
Number Description of Exhibit Form SEC File No. Exhibit Filing Date
10.4* NN, Inc. 2019 Omnibus Incentive Plan.
DEF14A 000-23486 Appendix C April 8, 2019
10.5 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
10.6* Form of Incentive Stock Option Agreement under the 2019 Omnibus Incentive Plan.
10-Q 000-23486 10.4 August 9, 2019
10.7* Form of Nonqualified Stock Option Agreement under the 2019 Omnibus Incentive Plan.
10-Q 000-23486 10.5 August 9, 2019
10.8* Form of Restricted Share Award Agreement under the 2019 Omnibus Incentive Plan.
10-Q 000-23486 10.6 August 9, 2019
10.9* Form of Performance Share Unit Award Agreement under the 2019 Omnibus Incentive Plan.
10-Q 000-23486 10.7 August 9, 2019
10.10 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
10.11 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
10.12 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
10.13 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
10.14* Separation Agreement by and between NN, Inc. and Michael C. Felcher
8-K 001-39268 10.2 June 15, 2021
10.15 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
10.16* 2022 Omnibus Incentive Plan
DEF14A 001-39268 Appendix A April 15, 2022
10.17 Amendment No. 2 to Term Loan Credit Agreement, dated as of March 3, 2023, 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 7, 2023
10.18 Amendment No. 1 to Credit Agreement, dated as of March 3, 2023, by and among NN, Inc., certain subsidiaries of NN, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent
8-K 001-39268 10.2 March 7, 2023
10.19 Warrant Letter Agreement, dated as of March 3, 2023, by and between NN, Inc. and the affiliates of Oaktree Capital Management, L.P. party thereto
8-K 001-39268 10.3 March 7, 2023
10.20* Letter of Understanding, dated May 8, 2023, by and between NN, Inc. and Harold Bevis .
8-K 001-39268 10.1 May 9, 2023
10.21* Form of Restricted Share Award Agreement, by and between NN, Inc. and Harold Bevis.
8-K 001-39268 10.2 May 9, 2023
10.22* Form of Performance Share Unit Award Agreement, by and between NN, Inc. and Harold Bevis .
8-K 001-39268 10.3 May 9, 2023
10.23* Form of Separation Agreement, by and between NN, Inc. and Harold Bevis .
8-K 001-39268 10.4 May 9, 2023
64
Table of Contents
Incorporation by Reference
Exhibit
Number Description of Exhibit Form SEC File No. Exhibit Filing Date
10.24* Executive Employment Agreement, effective as of August 10, 2023, by and between NN Canada, Inc. and Tim French.
8-K 001-39268 10.1 August 8, 2023
10.25* Form of Restricted Share Award Agreement, by and between NN, Inc. and Tim French.
8-K 001-39268 10.2 August 8, 2023
10.26* Form of Performance Share Unit Award Agreement, by and between NN, Inc. and Tim French.
8-K 001-39268 10.3 August 8, 2023
10.27* Form of Separation Agreement, by and between NN Canada, Inc. and Tim French.
8-K 001-39268 10.4 August 8, 2023
10.28* Form of Indemnification Agreement, by and between NN Canada, Inc. and Tim French.
8-K 001-39268 10.5 August 8, 2023
10.29* Form of Restricted Share Award Agreement under the 2022 Omnibus Incentive Plan.
10-K 001-39268 10.31 March 12, 2024
10.30* Form of Performance Share Unit Award Agreement under the 2022 Omnibus Incentive Plan.
10-K 001-39268 10.32 March 12, 2024
10.31 Purchase and Sale Agreement and Escrow Agreement, dated March 5, 2024, by and between NN, Inc. and Tenet Equity Funding SPE III, LLC.
8-K 001-39268 10.1 March 8, 2024
10.32 Amendment No. 3 to Term Loan Credit Agreement, dated March 15, 2024, 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 15, 2024
10.33 Amendment No. 2 to Credit Agreement, dated as of March 15, 2024, by and among NN, Inc., certain subsidiaries of NN, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
8-K 001-39268 10.2 March 15, 2024
10.34* NN, Inc. Amended and Restated 2022 Omnibus Incentive Plan.
DEF14A 001-39268 Appendix A April 4, 2024
10.35* Consulting Agreement by and between NN, Inc. and Michael C. Felcher.
8-K 001-39268 10.1 June 24, 2024
10.36* Letter of Understanding by and between NN, Inc. and Christopher H. Bohnert.
8-K 001-39268 10.2 June 24, 2024
10.37* Restricted Share Award Agreement by and between NN, Inc. and Christopher H. Bohnert.
8-K 001-39268 10.3 June 24, 2024
10.38* Performance Share Unit Award Agreement by and between NN, Inc. and Christopher H. Bohnert.
8-K 001-39268 10.4 June 24, 2024
10.39* Separation Agreement by and between NN, Inc. and Christopher H. Bohnert.
8-K 001-39268 10.5 June 24, 2024
10.40* Indemnification Agreement by and between NN, Inc. and Christopher H. Bohnert.
8-K 001-39268 10.6 June 24, 2024
10.41 Amendment No. 4 to Term Loan Credit Agreement, dated as of August 29, 2024, 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 August 30, 2024
10.42 Amendment No. 3 to Credit Agreement, dated as of August 29, 2024, by and among NN, Inc., certain subsidiaries of NN, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
8-K 001-39268 10.2 August 30, 2024
65
Table of Contents
Incorporation by Reference
Exhibit
Number Description of Exhibit Form SEC File No. Exhibit Filing Date
10.43 Revolving Credit and Security Agreement, dated as of December 30, 2024, by and among NN, Inc., certain subsidiaries of NN, Inc., the lenders party thereto and PNC Bank, National Association., as administrative agent.
8-K 001-39268 10.1 January 2, 2025
10.44 Amendment No. 5 to Term Loan Credit Agreement, dated as of December 30, 2024, by and between NN, Inc., certain subsidiaries of NN, Inc. and Oaktree Fund Administration, LLC, as administrative agent and collateral agent.
8-K 001-39268 10.2 January 2, 2025
19.1# NN, Inc. Amended and Restated Insider Trading Policy
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
97.1 Amended and Restated Incentive Compensation Recoupment Policy
10-K 001-39268 97.10 March 12, 2024
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 pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of Section 18 of the Exchange Act 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.
66
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/ Harold C. Bevis
Harold C. Bevis
President, Chief Executive Officer and Director
Date: March 5, 2025
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/ Harold C. Bevis President, Chief Executive Officer and Director
(Principal Executive Officer) March 5, 2025
Harold C. Bevis
/s/ Christopher H. Bohnert Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) March 5, 2025
Christopher H. Bohnert
/s/ Jeri J. Harman Non-Executive Chairman, Director March 5, 2025
Jeri J. Harman
/s/ Raynard D. Benvenuti Director March 5, 2025
Raynard D. Benvenuti
/s/ Christina E. Carroll Director March 5, 2025
Christina E. Carroll
/s/ João Faria Director March 5, 2025
João Faria
/s/ Rajeev Gautam, Ph.D. Director March 5, 2025
Rajeev Gautam, Ph.D.
/s/ Thomas H. Wilson, Jr. Director March 5, 2025
Thomas H. Wilson, Jr.
67