SIGNAL
PROXY INTELLIGENCE
New York, NY – 2026-08-29 · Ticker: NASDAQ:NNBR
Signal Proxy Intelligence Recommends AGAINST on To approve an Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 90,000,000 shares to 180,000,000 shares. at NN, INC. Ahead of Sept. 30, 2026 Annual Meeting
Independent research firm publishes item-by-item recommendations on all five ballot measures within 26 hours of the company’s proxy filing. (Within SPI’s standing 48-hour / T+2 commitment.)
NEW YORK, NY — Signal Proxy Intelligence, the independent proxy research division of Signal Law Group, today published its recommendations for the Sept. 30, 2026 annual meeting of NN, INC. (NASDAQ:NNBR). SPI issued a recommendation on each of the five items on the ballot, published 26 hours after the company’s definitive proxy statement was accepted on EDGAR.
Reviewing the ballot from the perspective of the common shareholder and using publicly available information only, SPI assigned the meeting a concern band of Contested. The firm recommends AGAINST on to approve an Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 90,000,000 shares to 180,000,000 shares., citing that filing states additional shares could dilute voting rights and make a takeover or change in control more difficult.
“This ballot included four items where our recommendation diverged from the board’s under our published framework. The meeting carries a concern band of Contested, and the full rationale for each recommendation is documented in the report.”
— Hayden Smith, Head of Proxy Research
SPI recommends AGAINST on the following items:
- AGAINST on Item 1 (To approve an Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 90,000,000 shares to 180,000,000 shares.): Filing states additional shares could dilute voting rights and make a takeover or change in control more difficult.
- AGAINST on Item 2 (To approve an Amended and Restated Certificate of Incorporation to provide for exculpation of officers permitted by Delaware law.): Filing states the amendment would limit officers’ liability to stockholders for monetary damages in certain direct claims.
- AGAINST on Item 3 (To approve an Amended and Restated Certificate of Incorporation to add forum selection provisions.): Filing states the amendment could discourage claims or limit stockholders’ ability to bring claims in a preferred forum.
- AGAINST on Item 4 (To approve an Amended and Restated Certificate of Incorporation to modify requirements to amend any certificate of designation that relates to the terms of one or more outstanding series of preferred stock.): Filing states common stockholders would not vote on amendments relating solely to outstanding preferred stock series terms.
SPI will publish a separate post-meeting divergence report comparing its recommendations to those of the incumbent proxy advisors after the meeting results are available.
The complete item-by-item analysis, including the rationale for each recommendation, is available at https://www.signallawgroup.com/proxies/nn-inc-2026-09-30/.
Ballot Summary: Recommendation by Item
| Item | Title | SPI Recommendation |
|---|---|---|
| 1 | To approve an Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 90,000,000 shares to 180,000,000 shares. | AGAINST |
| 2 | To approve an Amended and Restated Certificate of Incorporation to provide for exculpation of officers permitted by Delaware law. | AGAINST |
| 3 | To approve an Amended and Restated Certificate of Incorporation to add forum selection provisions. | AGAINST |
| 4 | To approve an Amended and Restated Certificate of Incorporation to modify requirements to amend any certificate of designation that relates to the terms of one or more outstanding series of preferred stock. | AGAINST |
| 5 | To approve an Amended and Restated Certificate of Incorporation to remove outdated provisions related to the declassification of our board of directors and make other ministerial changes. | FOR |
About Signal Proxy Intelligence
SPI is the independent proxy research division of Signal Law Group, an independent research and investigations firm. SPI publishes FOR / AGAINST / WITHHOLD recommendations on every item of every covered proxy ballot within 48 hours of filing, analyzing each measure from the perspective of the common shareholder using publicly available information. SPI accepts no revenue from the companies it covers. Every SPI recommendation is timestamped at publication, fingerprinted, and reconciled against the company’s reported vote.
Media contact
Rochelle Welner
contact@signallawgroup.com
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SPI is an operating company of Signal Law Group, an independent research and investigations firm. SPI is not a law firm, does not provide legal advice, and is not an investment adviser. The recommendations and analysis in this release are independent research provided for informational purposes only. They do not constitute voting advice, investment advice, a recommendation to buy or sell securities, or a solicitation of any kind. Recipients should conduct their own independent analysis and consult their own advisors before making any voting or investment decision. SPI accepts no revenue from the companies it covers.
