NN (NNBR) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 30, 2026, to vote on five key amendments to the Certificate of Incorporation.

• Board recommends voting in favor of all proposals, which address share authorization, officer exculpation, forum selection, preferred stock amendments, and board declassification.

• Voting can be done in person, by mail, phone, or internet, with detailed procedures for both record and beneficial owners.

• Quorum requires a majority of outstanding shares; results will be announced at the meeting and via Form 8-K.

Voting matters and shareholder proposals

• Proposal 1: Double authorized common stock from 90M to 180M shares to support future capital needs and equity incentives.

• Proposal 2: Amend to provide officer exculpation from certain monetary liabilities as permitted by Delaware law.

• Proposal 3: Add exclusive forum selection provisions for internal corporate and federal securities claims.

• Proposal 4: Allow only affected preferred stockholders to vote on amendments relating solely to their series.

• Proposal 5: Remove outdated board declassification language and make ministerial updates, including indemnification and severability provisions.

• Board knows of no other matters for the meeting; proxy holders may vote on unforeseen business at their discretion.

Board of directors and corporate governance

• Board declassification completed in 2021; all directors now serve one-year terms.

• Board vacancies may be filled by remaining directors or by stockholder vote.

• Board recommends all proposals and has engaged a proxy solicitor for the meeting.