UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May 20~~ June 10, 2026

NN, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39268	62-1096725	~~001-39268~~	~~62-1096725~~
(State or other jurisdiction ofincorporation)			(Commission File Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6210 Ardrey Kell Road, Suite 120
Charlotte, North Carolina		28277
(Address of principal executive offices)		(Zip Code)

(980) 264-4300

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.01	NNBR	The Nasdaq Stock Market LLC

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).
Emerging growth company.	¨	☐
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. ☐
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~~Item 5.02 ~~DEPARTURE~~Departure OFof ~~DIRECTORS~~Directors ORor ~~CERTAIN~~Certain ~~OFFICERS;~~Officers; ~~ELECTION~~Election OFof ~~DIRECTORS;~~Directors; ~~APPOINTMENT~~Appointment OFof ~~CERTAIN~~Certain ~~OFFICERS;~~Officers; ~~COMPENSATORY~~Compensatory ~~ARRANGEMENTS~~Arrangements OFof ~~CERTAIN~~Certain ~~OFFICERS~~Officers

AsOn ~~further~~June ~~described below~~10, ~~at the~~ 2026, ~~Annual~~Jami ~~Meeting~~A. ofStatham ~~Stockholders~~notified of NN, Inc. (the “Company”) ~~held~~of onher ~~May~~intention ~~20,~~to ~~2026~~step ~~(the~~down ~~“Annual~~from ~~Meeting”),~~her role as the Company’s ~~stockholders~~Senior ~~approved~~Vice ~~the~~President, General ~~Amended~~Counsel and ~~Restated~~Corporate ~~2022 Omnibus Incentive Plan to~~Secretary, ~~among~~effective ~~other~~as ~~things,~~of ~~increase~~ the ~~number~~close of ~~shares~~business ofon ~~the~~July ~~Company’s common stock reserved for issuance thereunder by 2~~9,~~000,000~~ ~~shares~~2026 (assuch ~~so amended and restated~~date, the “~~Amended 2022 Plan~~Transition Date”),. ~~which~~Ms. ~~has~~Statham ~~previously~~is ~~been~~expected ~~adopted~~to bycontinue to serve as the Company’s ~~board~~Senior ofVice ~~directors~~President, ~~subject~~General toCounsel ~~stockholder~~and ~~approval.~~Corporate Secretary Athrough ~~description of~~ the ~~terms~~Transition Date and ~~conditions~~will ofcooperate with the ~~Amended~~Company ~~2022~~in ~~Plan~~effecting isthe ~~set~~transition ~~forth~~of onher ~~pages~~duties 21and responsibilities to 31her insuccessor. ~~the~~Ms. ~~Company~~Statham’s ~~definitive~~decision ~~proxy~~was ~~statement~~not ~~for~~ the ~~Annual~~result ~~Meeting~~of ~~filed~~any disagreement with the ~~Securities~~Company ~~and Exchange Commission~~ on ~~April~~any 6,matter ~~2026~~relating ~~and~~to isthe ~~incorporated~~Company’s operations, ~~herein~~policies byor ~~reference~~practices. ~~Such~~The ~~description~~Company ~~does~~intends ~~not purport~~ to beretain ~~complete~~an ~~and~~external issearch ~~qualified~~firm ~~in its entirety by reference~~ to ~~the~~identify ~~full~~candidates ~~text~~for of the ~~Amended~~Senior ~~2022~~Vice ~~Plan~~President, General ~~which~~Counsel ~~is attached hereto as Exhibit 10.1~~ and isCorporate ~~incorporated~~Secretary ~~herein by reference~~role.

~~ITEM~~In 5connection with Ms.07 ~~SUBMISSION~~Statham’s OFtransition, ~~MATTERS~~the TOCompany Aentered ~~VOTE~~into OFa ~~SECURITY~~Transition ~~HOLDERS~~Agreement (the “Transition Agreement”), dated June 11, 2026, with Ms. Statham, which specifies the terms of her continuing employment during the transition period. Pursuant to the Transition Agreement, Ms. Statham will continue to serve as the Company’s Senior Vice President, General Counsel and Corporate Secretary through the Transition Date and will be eligible to (i) receive her current base salary, subject to applicable withholdings and deductions, throughout the term of the Transition Agreement, (ii) continue to be eligible for the Company’s standard benefits, subject to the terms and conditions applicable to such plans and programs, (iii) continue vesting in all of her outstanding equity awards pursuant to their respective terms and subject to their respective conditions through the Transition Date, and (iv) receive a pro-rated portion of her annual target bonus for 2026. Ms. Statham’s receipt of these payments and benefits is contingent upon her execution and effectiveness of a customary release of claims in favor of the Company.

The ~~Annual~~foregoing ~~Meeting~~description ~~was held on May 20, 2026. As~~ of ~~March 23, 2026,~~ the ~~record~~Transition ~~date~~Agreement does ~~for~~not ~~the~~purport ~~Annual~~to ~~Meeting,~~be acomplete ~~total~~and ofis 50subject to,~~190,124~~ ~~shares of the Company’s common stock were outstanding~~ and ~~entitled~~qualified toin ~~vote~~its onentirety ~~all~~by, ~~matters presented to~~ the ~~Company’s~~complete ~~stockholders~~text atof the ~~Annual~~Transition ~~Meeting.~~Agreement, Ata copy ~~the~~of ~~Annual~~which ~~Meeting,~~is ~~the~~attached ~~Company’s~~hereto ~~stockholders~~as ~~considered~~Exhibit ~~the~~10.1 ~~following~~and ~~proposals:~~incorporated herein by reference.

~~(1)~~Item To9.01 ~~elect~~Financial ~~eight~~Statements ~~directors~~and ~~to serve for a term of one year;~~Exhibits

(2) To approve the Amended 2022 Plan;

(3) To cast an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers; and

(4) To cast an advisory (non-binding) vote to ratify the selection of Grant Thornton LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2026.

The final voting results for each proposal are described below. For beneficial owners holding the Company’s common stock at a bank or brokerage institution, a “broker non-vote” occurred if the owner failed to give voting instructions, and the bank or broker was otherwise restricted from voting on the owner’s behalf.

Proposal 1

Eight directors were elected to serve for a term of one year. The results were as follows:

Name	For	Against	Abstentions	BrokerNon-Votes
Raynard D. Benvenuti	20,304,780	339,157	6,640,114	13,596,034
Harold C. Bevis	20,403,467	239,469	6,641,115	13,596,034
Christina E. Carroll	20,234,974	421,290	6,627,787	13,596,034
João Faria	20,399,097	256,692	6,628,262	13,596,034
Dr. Rajeev Gautam	26,491,738	377,519	414,794	13,596,034
Jeri J. Harman	20,271,358	371,332	6,641,361	13,596,034
Thomas H. Wilson, Jr.	20,305,665	349,872	6,628,514	13,596,034
Raymond T. White	25,600,326	1,268,930	414,795	13,596,034

Proposal 2

The Amended 2022 Plan was approved. The results were as follows:

For			Against			Abstentions			Broker Non-Votes
19,933,766			1,034,018			6,316,267			13,596,034

Proposal 3

The advisory (non-binding) vote on the executive compensation of the Company’s named executive officers was in favor of executive compensation. The results were as follows:

For			Against			Abstentions			Broker Non-Votes
19,954,589			831,475			6,497,987			13,596,034

Proposal 4

The Audit Committee’s selection of Grant Thornton LLP as the Company’s registered independent public accounting firm for the fiscal year ending December 31, 2026 was ratified. The results were as follows:

For			Against			Abstentions
34,443,464			85,258			6,351,363

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

ExhibitNo.		Description of Exhibit
Exhibit No.	Description of Exhibit
10.1		NN, Inc. Amended and Restated 2022 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A (File No. 001-39268) filed with the Securities and Exchange Commission on April 6, 2026)
10.1*	Transition Agreement, dated June 11, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~

Certain exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the United States Securities and Exchange Commission upon its request.

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: May 20, 2026~~

Date: June 12, 2026

	NN, INC.

	By:	/s/ Christopher H. Bohnert
	Name:	Christopher H. Bohnert
	Title:	Senior Vice President and Chief Financial Officer

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