NN, Inc. amends bylaws to comply with universal proxy rule and DGCL updates

NN INC

Enhanced procedural mechanics for stockholder director nominations including universal proxy compliance requirements.
Stockholders must represent intent to solicit proxies for non-company nominees; nominees disregarded if rule not met.
White proxy card reserved for Board; other stockholders must use a different color proxy card.
Requires stockholder to appear in person (or via qualified representative) to present business under advance notice provisions.
Removed outdated classified board transition provisions and made technical updates for Delaware law changes.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

NN INC: Amended and restated bylaws to implement universal proxy rule requirements, update Delaware law references, and make other procedural changes (effective 2023-01-18).

Change: bylaw amendment
Effective: 2023-01-18

Exact text from the filing

On January 18, 2023, in connection with the new Securities and Exchange Commission Rule 14a-19 under the Securities Exchange Act of 1934, as amended, regarding universal proxy cards (the “Universal Proxy Rule”), certain recent changes to the Delaware General Corporation Law and a periodic review of the bylaws of NN, Inc. (the “Company”), the Board of Directors (the “Board”) of the Company adopted and approved amended and restated bylaws (the “Amended and Restated Bylaws”), effective immediately.

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Source: SEC EDGAR

accession 0000918541-23-000004

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