EQS Post-admission Duties announcement: Diebold Nixdorf, Incorporated / Third country release according to Article 50 Para. 1, No. 2 of the WpHG [the German Securities Trading Act]
Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

01.05.2023 / 22:40 CET/CEST
Dissemination of a Post-admission Duties announcement according to Article 50 Para. 1, No. 2 WpHG transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

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): April 27, 2023

 

Diebold Nixdorf, Incorporated

(Exact name of registrant as specified in its charter)

_

 

Ohio   1-4879   34-0183970
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)
           
50 Executive Parkway, P.O. Box 2520        
Hudson, Ohio       44236
(Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code: (330) 490-4000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐      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)

☐      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))

 

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

Title of each class   Trading Symbol   Name of each exchange on which registered
Common shares, $1.25 per value per share   DBD   New York Stock Exchange

 

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.   ☐

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

At the Diebold Nixdorf, Inc. (the “Company”) Annual Meeting of Shareholders held on April 27, 2023, the Company’s shareholders: (1) elected each of the Board’s seven (7) nominees for director to serve one-year terms or until the election and qualification of a successor; (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2023; (3) approved, on an advisory basis, our named executive officer compensation; (4) recommended a frequency of “every year” for conducting a shareholder advisory vote on our named executive officer compensation; (5) approved an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the authorized common shares to 250,000,000; and (6) did not approve an amendment to the Company’s Amended and Restated Articles of Incorporation to eliminate supermajority voting requirements for matters requiring shareholder approval under the Ohio Revised Code. These proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed March 16, 2023.

 

Set forth below are the final voting results for each proposal:

 

Proposal 1: Election of each of the Board’s seven (7) nominees for director

 

Nominee For Against Abstain Broker Non-Vote
Arthur F. Anton  38,127,118   3,238,178   238,034   20,424,774 
William A. Borden  39,519,899   1,832,791   250,640   20,424,774 
Marjorie L. Bowen  39,507,619   1,765,529   330,181   20,424,774 
Matthew Goldfarb  38,328,797   3,013,878   260,654   20,424,774 
Octavio Marquez  39,715,370   1,682,334   205,626   20,424,774 
Emanuel R. Pearlman  39,394,165   1,937,542   271,623   20,424,774 
Kent M. Stahl  35,289,555   6,038,566   275,208   20,424,774 

 

Proposal 2: Ratification of Appointment of KPMG LLP

 

For Against Abstain
 59,877,423   1,734,554   416,126 

 

Proposal 3: Advisory Approval of Named Executive Officer Compensation

 

For Against Abstain Broker Non-Vote
 33,891,857   5,980,589   1,730,883   20,424,774 

 

Proposal 4: Recommendation of the Frequency of the Shareholder Advisory Vote on Named Executive Officer Compensation

 

Every Year Every Two Years Every Three Years Abstain Broker Non-Vote
 40,220,798   212,405   540,399   629,727   20,424,774 

 

At a meeting of the Board of Directors of the Company held on April 27, 2023, the directors confirmed that the shareholder advisory vote on the compensation of the Company’s named executive officers would be held every year, as recommended by the Company’s shareholders.

 

Proposal 5: Approval of an Amendment to the Company’s Amended and Restated Articles of Incorporation to Increase the Authorized Common Shares to 250,000,000

 

For Against Abstain
 57,504,596   3,916,571   606,937 

 

 

Proposal 6: Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to eliminate supermajority voting requirements for matters requiring shareholder approval under the Ohio Revised Code.

 

For Against Abstain Broker Non-Vote
 39,336,791   1,960,226   306,313   20,424,774 

 

 

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.

       
    Diebold Nixdorf, Incorporated
May 1, 2023 By: /s/ Jonathan B. Leiken
    Name: Jonathan B. Leiken
    Title: Executive Vice President, Chief Legal Officer and Secretary
       
       
       
       
       

 


01.05.2023 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com
Language: English
Company: Diebold Nixdorf, Incorporated
50 Executive Pkwy, P.O. Box 2520
44236 Hudson, OH
United States
Internet: www.dieboldnixdorf.com

 
End of News EQS News Service

1621337  01.05.2023 CET/CEST

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