NN (NNBR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, with voting on director elections, an amended incentive plan, executive compensation, and auditor ratification.

• Eight directors are nominated, including one new appointee following a cooperation agreement with a major shareholder.

• Shareholders can vote by mail, phone, internet, or in person, with each share entitled to one vote per proposal.

Voting matters and shareholder proposals

• Proposals include electing eight directors, approving the amended 2022 Omnibus Incentive Plan, an advisory vote on executive compensation, and ratifying Grant Thornton LLP as auditor.

• Board recommends voting “FOR” all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 7, 2026, for inclusion in next year’s proxy.

Board of directors and corporate governance

• Board consists of eight members, with all but the CEO considered independent.

• Board leadership is separated between an independent Chairman and the CEO.

• Standing committees (Audit, Compensation, Governance) are composed solely of independent directors.

• Annual board and committee self-evaluations are conducted, with triennial individual director reviews.

• Board diversity includes two female directors and two from underrepresented minorities.