CHARLOTTE – NN Inc. is asking shareholders to double the number of common shares it is authorized to issue, to 180 million from 90 million, at a Sept. 30 special meeting in Charlotte.
The company filed its definitive proxy statement Aug. 28. The meeting is scheduled for noon at the Hilton Garden Inn at 7415 Waverly Walk Ave.
As of Aug. 5, NN had 82,580,864 common shares issued and outstanding. After shares reserved for equity awards and warrants, the Charlotte-based manufacturer said only 370,147 authorized shares remained unreserved and available for future issuance.
The board said the additional authorization would give NN flexibility for public offerings, private placements, transactions intended to reduce operating leverage, acquisitions, other strategic transactions and employee equity awards. NN said it has no definitive agreement or arrangement to issue the proposed additional shares.
Shareholders would not be diluted merely by authorizing the shares. NN warned that future issuances could dilute earnings per share, book value per share and voting power.
The proxy includes four other proposals: officer exculpation permitted under Delaware law; forum-selection provisions; revised stockholder-approval requirements for certificate amendments; and removal of outdated provisions tied to board declassification. The board recommends votes for all five proposals.
Only shareholders of record as of Aug. 25 are eligible to vote at the special meeting.