NN INC 8-K

What Happened

• NN, Inc. (NNBR) announced on January 16, 2026 that it entered into a Cooperation Agreement with Legion Partners Asset Management and certain affiliates. As part of the agreement the company expanded its board from seven to eight members and appointed Raymond T. White to the newly created seat. Mr. White will serve as a director and as a member of the Board’s Strategic Committee until the company’s 2026 annual meeting, when he is expected to stand for election and the Board will recommend shareholders vote in his favor.
• The Cooperation Agreement includes mutual commitments and restrictions for the Legion Parties, including customary standstill restrictions, voting commitments, and a mutual non‑disparagement provision that remain in effect through the defined “Standstill Period.” The company filed the Cooperation Agreement as Exhibit 10.1 and issued a press release on January 20, 2026 announcing the matter.

Key Details

• Board change: increased from 7 to 8 directors; Raymond T. White appointed on Jan 16, 2026.
• Term and nomination: Mr. White will serve until the 2026 annual meeting and is expected to be nominated for election thereafter; the company agreed to nominate him at each annual meeting prior to the Standstill Period’s expiration.
• Standstill Period: ends at the earlier of (i) 30 days before the director nomination deadline for the 2028 annual meeting or (ii) 120 days before the one‑year anniversary of the 2027 annual meeting.
• Disclosure: Cooperation Agreement filed as Exhibit 10.1; related press release filed as Exhibit 99.1 to the 8‑K.

Why It Matters

• This is a governance-level development: the appointment and cooperation agreement create a formal relationship between NN, Inc. and an activist investor group (Legion Partners) that includes board representation and voting/standstill commitments. That can affect strategic oversight, board dynamics, and future corporate decisions.
• For investors, the agreement reduces the immediate risk of proxy contests while giving Legion Partners a board seat and participation on the Strategic Committee—factors to watch for potential changes in strategy, capital allocation, or shareholder proposals.