UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 8, 2020 (
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On December 5, 2020 and after nearly 5 years of service as a director, David K. Floyd notified the Board of Directors (the “Board”) of NN, Inc. (the “Company”) of his decision to retire from, and resign as a member of, the Board and any and all committees of the Board, effective January 4, 2021. Mr. Floyd’s decision to retire is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
On December 4, 2020 and after nearly 24 years of services as a director, Steven T. Warshaw notified the Board of his decision to retire from the Board and not seek reelection at the 2021 annual meeting of stockholders of the Company. Mr. Warshaw’s decision to retire is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
In connection with the changes described above, as part of the Board’s regular review of governance matters and in response to engagement with our stockholders, the Company announced the following changes to the Board and committees of the Board, effective January 4, 2021:
• | Jeri J. Harman shall serve as the Chairman of the Board; |
• | Raynard D. Benvenuti shall serve as the Chair of the Compensation Committee of the Board; and |
• | Christina E. Carroll shall serve as the Chair of the Governance Committee of the Board. |
ITEM 7.01. | REGULATION FD DISCLOSURE. |
On December 8, 2020, the Company issued a press release announcing the changes to the Board, as described under Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information, including the press release, furnished under this Item 7.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
Exhibit |
Description | |
99.1 | Press Release issued by NN, Inc., dated December 8, 2020 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 8, 2020
NN, INC. | ||
By: | /s/ Matthew S. Heiter | |
Name: | Matthew S. Heiter | |
Title: | Senior Vice President, General Counsel |