NN (NNBR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, with voting on four main proposals and director elections.

• Stockholders of record as of March 23, 2026, are eligible to vote, with 50,190,124 shares outstanding.

• Voting can be done by mail, phone, internet, or in person, and a quorum requires a majority of outstanding shares.

Voting matters and shareholder proposals

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

• The board recommends voting FOR all proposals and director nominees.

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

Board of directors and corporate governance

• Eight director nominees, including one new appointee from a cooperation agreement with Legion Partners, are up for election.

• All directors except the CEO are independent; the board is led by an independent non-executive chairman.

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

• Annual board and committee self-evaluations are conducted, and individual director performance is reviewed every three years.

• Stock ownership guidelines and a clawback policy are in place for directors and executives.