UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

NCR CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 14,15, 2019

NCR Stockholders,

Thank you for your support and for welcoming me as I assumed the role of NCR’s President and Chief Executive Officer in April 2018.

Upon joining NCR, one of my first priorities was to meet with many of our employees and customers.  During my travels, I was consistently struck by the power of the NCR brand.  Everywhere we went, the NCR brand preceded us.  NCR has a brand that lets us walk into any bank, any retailer and any restaurant in the world.  I also saw the passion and enthusiasm of our 34,000 employees worldwide and the strength and differentiation of our global sales, service and distribution network.

However, I also found many opportunities for needed improvement, including elevating our focus on the customer, simplifying and streamlining NCR and getting high quality products to market in a timely fashion.  So, we spent a substantial portion of 2018 getting back to the basics to better align NCR for growth.

Dear FellowWe focused on taking care of our customers, improving execution around new product introductions and breaking down organizational silos through our Accelerated Customer Activation Teams (ACATs).  ACATs areco-located, cross-functional teams with a single goal – deliver products that are customer referenceable.  We also significantly evolved the composition of the NCR Stockholder:Executive Leadership Team.  Additionally, we entered 2019 organized for success, focus and accountability by forming new Business Units dedicated to Banking, Retail and Hospitality. These initiatives established the foundation to build a stronger, more efficient NCR and elevated the deep connections that we have with our customers.

Our team also focused on our long-term growth strategy, which we unveiled at the New York Stock Exchange in November 2018.  There, we highlighted our plan for creating stockholder value.  This plan is driven by three components.  First, invest intop-line revenue growth.  Second, shift our business mix to recurring revenue streams and software andservices-led offerings.  Third, optimize NCR’s spend to improve operating margins.

We will seek to drivetop-line revenue growth by investing in six strategic growth platforms.  These platforms are product areas where we believe we have differentiators that we can leverage to achieve our growth objectives.  In addition to these growth areas, we will continue to make acquisitions that expand our product offerings, add value to existing products or give us closer connections to our customers through new sales and services channels.  For example, our acquisition of JetPay gives us anend-to-end payments platform and unlocks incremental recurring revenue streams.

Our priority for 2019 is clear: return to profitable growth.  NCR enters 2019 with improving execution and a very simple goal – keep our customers happy and satisfied so that they come back and buy more.

We enter 2018 excited about the year aheadhave made tremendous progress.  I am proud of our team and confident in our strategy.

Last year was transformational for NCR.  While we experienced short-term headwinds in financial services, we fundamentally rebuilt the entire organizational model of the company to better enable us to offer an unmatched solutions portfolio in the three areas that are pivotal to doing business in the digital economy:  omni-channel software, channel transformation, and digital enablement.

The current operating environment playstheir commitment to our strengths.  We are a global leadercustomers, as well as the energy and excitement they have shown in developing and deploying omni-channel solutions that are responsive tosupport of reshaping the rapid and disruptive changes in consumer behavior.  We are delivering the innovations that our customers need, and we are well positioned to help customers navigate their digital transformations.future of NCR.

While success of the magnitude we aspire tothere is not goingmore work left to be linear, we have come a long way already, anddone, I believe we are on the precipiceright path to returning NCR to growth and elevating the value we offer to our global customers.  We are well-positioned to help retailers, banks and restaurants compete in an evolving landscape of achieving many important medium-term goals that are laying the foundation for long-term growth.  I am more confident than ever about our vision and our strategy.  Today, NCR is close to a $2 billion software company, with almost $600 million in revenue coming from the cloud.

A few of our highlights from 2017 include:

NOTICE OF 20182019 ANNUAL MEETING

AND PROXY STATEMENT

March 14, 201815, 2019

Dear Fellow NCR Stockholder:

I am pleased to invite you to attend the 20182019 Annual Meeting of Stockholders (the “Annual Meeting”) for NCR Corporation, a Maryland corporation (“NCR” or the “Company”), that will be held on April 25, 2018,24, 2019, at 9:00 a.m. Eastern Time.  This year’s Annual Meeting will again be a virtual meeting of stockholders.  You will be able to attend the Annual Meeting and vote and submit questions during the Annual Meeting via a live webcast by visitingwww.virtualshareholdermeeting.com/NCR2018NCR2019.  As in the past, prior to the Annual Meeting you will be able to authorize a proxy to vote your shares atwww.proxyvote.com on the matters submitted for stockholder approval at the Annual Meeting, and we encourage you to do so.

The accompanying notice of the Annual Meeting and proxy statement tell you more about the agenda and procedures for the Annual Meeting.  TheyThe proxy statement also describedescribes how the Board of Directors of the Company operates and provideprovides information about our director candidates, director and executive officer compensation and certain corporate governance matters.  I look forward to sharing more information with you about NCR at the Annual Meeting.

As in prior years, we are offering our stockholders the option to receive NCR’s proxy materials via the Internet.  We believe this option allows us to provide our stockholders with the information they need in an environmentally conscious form and at a reduced cost.

Your vote is important.  Whether or not you plan to virtually attend the Annual Meeting, I urge you to authorize a proxy to vote your shares as soon as possible.  You may authorize a proxy to vote your shares on the Internet or by telephone, or, if you received the proxy materials by mail, you may also authorize a proxy to vote your shares by mail.  Your vote will ensure your representation at the Annual Meeting regardless of whether you attend via webcast on April 25, 2018.24, 2019.

Sincerely,

William R. NutiFrank M. Martire

Chairman of the Board and

Chief Executive OfficerChairman

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF NCR CORPORATION

Time:

Date:

Place:

Purpose:

The holders of the Series A Convertible Preferred Stock will, voting as a separate class, be asked to:

Other Important Information:

By order of the Board of Directors,

Edward GallagherJames M. Bedore

SeniorExecutive Vice President, General Counsel and Secretary

March 14, 201815, 2019

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on April 25, 201824, 2019

This proxy statement and NCR’s 20172018 Annual Report on Form10-K are available atwww.proxyvote.com.

NCR Corporation

864 Spring Street NW

Atlanta, Georgia 30308-1007

20182019 ANNUAL MEETING PROXY STATEMENT

The following table reflects the NCR common stock beneficially owned, as determined under applicable SEC rules, as of the close of business on February 15, 20182019 (the “Table Date”) by:  (i) each executive officerindividual named in theourSummary Compensation Table on page 69 (the “named executives”) and one former officer noted below,, (ii) eachnon-employee director and nominee, and (iii) all current directors and executive officers as a group.  Except to the extent indicated in the footnotes below, to NCR’s knowledge each person named in the table below has sole voting and investment power over the shares reported.  As of the Table Date, 118,381,731118,941,326 shares of the Company’s common stock were issued and outstanding, and none of the persons named in the table below owned, beneficially or of record, any shares of NCR’s Series A Convertible Preferred Stock.  Unless otherwise noted below, the address of each beneficial owner listed in the table is: c/o NCR Corporation, 864 Spring Street NW, Atlanta, Georgia, 30308.

* Less than 1%.

(1) Includes shares that each person had the right to acquire on or within 60 days after the Table Date, including, but not limited to, upon the exercise of options and vesting and payment of restricted stock units.  Excludes these restricted stock units granted as of the Table Date that vest

more than 60 days after the Table Date as follows:Date:  Mr. Nuti 1,264,315;Hayford 160,514; Mr. Bayer 79,699;Martire 74,676; Mr. Benjamin 248,427;Sullivan 82,751; Mr. Ciminera 174,697;Fernandez 105,597; Mr. Campbell 118,351; and Mr. Fishman 313,978;  and Mr. Langenbahn 234,906.208,439.

(2) All fractional shares have been rounded to the nearest whole number.  The total includes the followingthese shares deferred under our Director Compensation Program:  93,962104,533 shares granted to Mr. Clemmer; 39,85741,217 shares granted to Mr. DeRodes; 34,58441,351 shares granted to Mr. Kuehn; and 8,077 shares granted to Ms. Levinson.

(1) Information is based in part on a Schedule 13D/A filed with the SEC on March 17, 2017 by The Blackstone Group L.P. (the “Blackstone Group”) and certain parties affiliated with the Blackstone Group, and on information provided by the Company’s transfer agent, Equiniti Trust Company.  Based on this information, as of February 15, 2018,2019, partnerships affiliated with the Blackstone Group beneficially owned 471,936498,425 shares of Series A Convertible Preferred Stock as follows:  697734 shares directly held by Blackstone BCP VI SBS ESC Holdco L.P. (“BCP VI”), 351,577371,315 shares directly held by Blackstone NCR Holdco L.P. (“NCR Holdco”), 415435 shares directly held by BTO NCR Holdings – ESC L.P. (“BTO ESC”), and 119,247125,941 shares directly held by BTO NCR Holdings L.P. (“BTO NCR” and, together with BCP VI, NCR Holdco and BTO ESC, the “Partnerships”), which includesdividends-in-kind payable within 60 days after February 15, 2018.2019.

The general partner of NCR Holdco is Blackstone NCR Holdco GP L.L.C.  The managing member of Blackstone NCR Holdco GP L.L.C. is Blackstone Management Associates VI L.L.C.  The sole member of Blackstone Management Associates VI L.L.C. is BMA VI L.L.C.  The general partner of BCP VI is BCP VISide-by-Side GP L.L.C.  The general partner of each of BTO NCR and BTO ESC is BTO Holdings Manager L.L.C.  The managing member of BTO Holdings Manager L.L.C. is Blackstone Tactical Opportunities Associates L.L.C.  The sole member of Blackstone Tactical Opportunities Associates L.L.C. is BTOA L.L.C.  The sole member of BCP VISide-by-Side GP L.L.C., and the managing member of BTOA L.L.C. and BMA VI L.L.C., is Blackstone Holdings III L.P.  The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P.  The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C.  The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P.  The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C.  Blackstone Group Management L.L.C.  is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.  Each of such Blackstone entities (other than each of the Partnerships to the extent of their direct holdings) and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Partnerships directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such shares.

As of the Record Date, the Partnerships held of record 465,537491,666 shares of Series A Convertible Preferred Stock, which were convertible into 15,517,74416,388,702 shares of common stock.

Managed Portfolios.  However, Janus Capital does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights.  As a result of its role as investment adviser orsub-adviser to the Managed Portfolios, JCIL may be deemed to be the beneficial owner of 16,534 shares or 0.0% of the shares outstanding of NCR Common Stock held by such Managed Portfolios.  However, JCIL does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights.

At our 2016 Annual Meeting, our stockholders approved a proposal to amend and restate NCR’s charter to eliminate the classification of our Board and instead provide for the annual election of directors.   In May 2016, we filed Articles of Amendment and Restatement with the State Department of Assessments and Taxation of Maryland to implement the proposal.   Our Revised Charter provides for phasing out the classification of the Board over a three-year period, beginning with the 2017 Annual Meeting, by specifying that the successors to each of our Class A, B and C directors, once duly elected and qualified, would serve for terms ending at the next annual meeting of stockholders following their election and when their successors are duly elected and qualify.

The terms of the three directors formerly in Class C of the Board expired at the 2017 Annual Meeting, and the directors elected to replace them were elected to serve for terms ending at the Annual Meeting.   The nominees to replace them will, in turn, be elected at the Annual Meeting to hold office for a term ending at the 2019 annual meeting of stockholders and until their successors are duly elected and qualify.

The terms for the three directors in Class A of the Board expire at the Annual Meeting.   One of the three directors has given notice that he will not stand forre-election to the Board at the Annual Meeting.   The nominees to replace the remaining two Class A directors will be elected to hold office for a term ending at the 2019 annual meeting of stockholders (the “2019 Annual Meeting”) and until their successors are duly elected and qualify.

In addition, the Board elected two new directors in October and November of 2017, respectively, and their terms expire at the Annual Meeting.   The nominees to replace them will be elected to hold office for a term ending at the 2019 Annual Meeting and until their successors are duly elected and qualify.

Our two remaining Class B directors will continue to serve the balance of their existing terms, which expire at the 2019 Annual Meeting, and upon expiration of their terms, such directors as may be elected to replace them shall serve until the next annual meeting of stockholders following their election and until their successors are duly elected and qualify.

The holders of shares of common stock and Series A Convertible Preferred Stock, voting together as a single class, are being asked to vote on sixeight of the seventen director nominees up for election, to each hold officeserve until the 20192020 Annual Meeting and until their successors are duly elected and qualify.  Proxies solicited by the Board and properly authorized will be exercised for the election of each of the sixeight nominees:  Richard L. Clemmer, Robert P. DeRodes, Deborah A. Farrington, Michael D. Hayford, Kurt P. Kuehn, WilliamLinda Fayne Levinson, Frank R. NutiMartire and Matthew A. Thompson, unless you elect to withhold your vote on your proxy.  The Board has no reason to believe that any of these nominees will be unable to serve.  However, if one of them should become unavailable to serve prior to the Annual Meeting, the Board may reduce the size of the Board or designate a substitute nominee.  If the Board designates a substitute nominee, shares represented by proxies will be voted FOR the substitute nominee.

international operations; his financial literacy and expertise; his mergers and acquisitions experience with NXP and Agere; and his independence.

Robert P. DeRodes, 68, leads DeRodes Enterprises, LLC, an information technology, business operations and management advisory firm.  Most recently, Mr. DeRodes served from April 2014 to April 2015 as the Executive Vice President and Chief Information Officer for Target, Inc., a general merchandising retailer, leading its post-breach information security efforts and developing a long-term technology transformation roadmap.  Previously, Mr. DeRodes served as Executive Vice President, Global Operations & Technology, of First Data Corporation, an electronic commerce and payments company, from October 2008 to July 2010.  Prior to First Data Corporation, Mr. DeRodes served as Executive Vice President and Chief Information Officer of The Home Depot, Inc., a home improvement retailer, from February 2002 to October 2008 and as President and Chief Executive Officer of Delta Technology, Inc. and Chief Information Officer of Delta Air Lines, Inc., from September 1999 until February 2002.  Prior to working at Delta, Mr. DeRodes held various executive positions in the financial services industry with Citibank(1995-99) and with USAA(1983-93).  During the 10 years prior to 1983, Mr. DeRodes held technology positions working for regional Midwestern banks.  Mr. DeRodes became a director of NCR on April 23, 2008.

Qualifications.  Mr. DeRodes’ qualifications include, among other things, his extensive career and experience in the information technology industry, including with Target, First Data and The Home Depot; his expertise on cybersecurity and information security matters; his experience in and understanding of the financial services, retail and transportation industries; his management and leadership experience, particularly in the information technology field; and his independence and financial literacy.

Deborah A. Farrington, 68, is a founder and President of StarVest Management, Inc. and is, and since 1999 has been, a general partner of StarVest Partners, L.P., a venture capital fund that invests primarily in emerging software and business services companies.  From 1993 to 1997, Ms. Farrington was President and Chief Executive Officer of Victory Ventures, LLC, a New York-based private equity investment firm.  Also during that period, she was a founding investor and Chairman of the Board of Staffing Resources, Inc., a diversified staffing company.  Prior to 1993, Ms. Farrington held management positions with Asian Oceanic Group in Hong Kong and New York, Merrill Lynch & Co. Inc. and the Chase Manhattan Bank.  Ms. Farrington was Lead Director and Chairman of the Compensation Committee of NetSuite, Inc., a New York Stock Exchange-listed company, until its sale to Oracle Corporation in November 2016 for $9.4 billion.  Ms. Farrington is a member of the board of directors of Collectors Universe, Inc., where she is Chairperson of the Compensation Committee and a member of the Audit Committee.  Ms. Farrington is also a member of the boards of directors of ConveyIQ, Crowd Twist, Inc., Snag, Inc., and Xignite, Inc., all of which are private companies.  Ms. Farrington holds an Executive Masters Professional Director Certification from the American College of Corporate Directors, a director education and credentialing organization.  She is a graduate of Smith College and earned an MBA from the Harvard Business School.  Ms. Farrington became a director of NCR on November 27, 2017.

Qualifications.Ms. Farrington’s qualifications include, among other things, her significant software industry and entrepreneurial experience as a long-time investor in emerging software and business services companies as a founder and general partner of StarVest Partners; her management experience as President of StarVest Management, as President and Chief Executive Officer of Victory Ventures, and her prior management roles; her leadership experience, including as Lead Director of NetSuite; her current and prior public company board and board committee experience; her financial literacy and expertise; and her independence.

Michael D. Hayford, 59, is President and Chief Executive Officer of NCR, a position he has held since April 2018.  Mr. Hayford was most recently Founding Partner of Motive Partners, an investment firm focused on technology-enabled companies that power the financial services industry.  From 2009 until his retirement in 2013, Mr. Hayford served as the Executive Vice President and Chief Financial Officer at Fidelity National Information Services Inc. (FIS), a financial services technology company.  Prior to joining FIS, Mr. Hayford was with Metavante Technologies, Inc. (Metavante), a bank technology processing company, from 1992 to 2009.  He served as the Chief Operating Officer at Metavante from 2006 to 2009 and as the President from 2008 to 2009.  From 2007 to 2009, Mr. Hayford also served on the Board of Directors of Metavante.  Mr. Hayford is a member of the Board of Directors and the Audit Committee of Endurance International Group Holdings, Inc. and was a member of the Board of Directors and Chairman of the Audit Committee of West Bend Mutual Insurance Company from 2007 to 2018.  Mr. Hayford became a director of NCR on April 30, 2018.

Qualifications.Mr. Hayford’s qualifications include, among other things, his significant leadership and management experience in his previous roles at FIS and Metavante, as well as his current role at NCR; his industry expertise including in the financial services industry and bank technology processing; and his current and prior experience as a director and committee member of other public companies.

Kurt P. Kuehn 63,, 64, is a member of the Board of Directors of Henry Schein, Inc., and was Chief Financial Officer at United Parcel Service, Inc. (UPS), a global leader in logistics, from 2008 until July 2015.  Prior to his appointment as CFO at UPS, Mr. Kuehn was Senior Vice President, Worldwide Sales and Marketing, leading the transformation of the sales organization to improve the global customer experience.  Mr. Kuehn was UPS’s first Vice President of Investor Relations, taking the company public in 1999 in one of the largest IPOs in U.S. history.  Since he joined UPS as a driver in 1977, Mr. Kuehn’s UPS career has included leadership roles in sales and marketing, engineering, operations and strategic cost planning.  Mr. Kuehn became a director of NCR on May 23, 2012.

Qualifications.  Mr. Kuehn’s qualifications include, among other things, his tenure as CFO at UPS, his previous experience at UPS as Senior Vice President, Worldwide Sales and Marketing, and Vice President of Investor Relations, and the management and leadership responsibilities associated with these positions; his international operating experience with UPS; his significant financial literacy, knowledge and expertise; his current public company board experience; and his independence.

Qualifications.  Ms. Levinson’s qualifications include, among other things, her long experience as a public company director and a committee chair, starting in 1991, as well as her general management experience at American Express; her strategic experience at McKinsey & Company and her investment experience at GRP Partners and Wings Partners; her leadership experience, including as a lead independent director and board chair; her broad industry knowledge; her independence; and herin-depth knowledge of corporate governance issues.

Frank R. Martire, 71,is Executive Chairman of NCR.  Mr. NutiMartire most recently served asNon-Executive Chairman of Fidelity National Information Services Inc. (FIS).  From 2015 to 2017, he served as Executive Chairman of FIS, and from 2009 to 2015 was President and Chief Executive Officer of SymbolFIS after its acquisition of Metavante Technologies, Inc., an information technology company. (Metavante).  Mr. Martire previously served as Chief Executive Officer of Metavante from 2003 to 2009 and President from 2003 to 2008.  Prior to that, he was President and Chief Operating Officer of Symbol Technologies.Call Solutions Inc. from 2001 to 2003, and President and Chief Operating Officer, Financial Institution Systems and Services Group, of Fiserv, Inc. (Fiserv), from 1991 to 2001.  Mr. Nuti joined Symbol Technologies in 2002 following a 10 plus year career at Cisco Systems, Inc., where he advanced to the dual role of Senior Vice PresidentMartire serves as Chairman of the company’s Worldwide Service Provider Operations and U.S. Theater Operations.   Prior to his Cisco experience, Mr. Nuti held sales and management positions at International Business Machines Corporation, Netrix Corporation and Network Equipment Technologies.   Mr. NutiBoard of Directors of J. Alexander’s Holdings, Inc. He is also Chairman of the Board of Sacred Heart University, a directorBoard member of Tapestry,the Baptist Health System, Inc., where he is a member of its Human Resources Committee,Jacksonville University and of United Continental Holdings, Inc., where he is a member of its Finance, Compensation,Cannae, and Public Responsibility committees.   Mr. Nuti previously served as a director of Sprint Nextel Corporation.   Mr. Nuti is also a member of the Georgia InstituteLeadership Foundation of Technology advisory boardthe Mayo Clinic.  Mr. Martire holds a Master’s degree in Finance from the University of New Haven, Connecticut, and a trusteeBachelor of Long IslandScience degree in Economics from Sacred Heart University.  Mr. NutiMartire became a director of NCR on August 7, 2005.May 31, 2018.

Qualifications.  Mr. Nuti’sMartire’s qualifications include, among other things, his current role as Chief Executive Officer of the Company, where he has overseen NCR’s reinvention and driven NCR’s omni-channel strategy;  his management and leadership experience at NCR and in his previous roles with Symbol Technologies and Cisco Systems;  his deep industry expertise; his current and prior experience as a director, including Executive Chairman and committee memberNon-Executive Chairman roles, of other public companies; his significant leadership and management experience in his previous roles at FIS, Metavante and Fiserv; and his experience in global sales and operations.

Robert P. DeRodes, 67, leads DeRodes Enterprises, LLC, an information technology, business operations and management advisory firm.   Most recently, Mr. DeRodes served from April 2014 to April 2015 as the Executive Vice President and Chief Information Officer for Target, Inc., a general merchandising retailer, leading its post-breach information security efforts and developing a long-term technology transformation roadmap.  Previously, Mr. DeRodes served as Executive Vice President, Global Operations & Technology, of First Data Corporation, an electronic commerce and payments company, from October 2008 to July 2010.   Prior to First Data Corporation, Mr. DeRodes served as Executive Vice President and Chief Information Officer of The Home Depot, Inc., a home improvement retailer, from February 2002 to October 2008 and as President and Chief Executive Officer of Delta Technology, Inc. and Chief Information Officer of Delta Air Lines, Inc., from September 1999 until February 2002.  Prior to working at Delta Mr. DeRodes held various executive positionsbroad industry expertise including in the financial services industry with Citibank(1995-99)and with USAA(1983-93).  During the 10 years prior to 1983, Mr. DeRodes heldbank technology positions working for regional Midwestern banks.  Mr. DeRodes became a director of NCR on April 23, 2008.

Qualifications.Mr. DeRodes’s qualifications include, among other things, his extensive career and experience in the information technology industry, including with Target, First Data and The Home Depot;  his expertise on cybersecurity and information security matters;  his experience in and understanding of the financial services, retail and transportation industries;  his management and leadership experience, particularly in the information technology field;  and his independence and financial literacy.

Directors to Be Elected Separately by Holders of Series A Convertible Preferred Stock

Current Term Expiring at Annual Meeting (former Class C)

Gregory R. Blank, 37,38, is a Senior Managing Director of Blackstone based in New York where he focuses on investments in the technology, media and telecommunications sectors.  Since joining Blackstone in 2009, Mr. Blank has been involved in the execution of many of Blackstone’s investments, including most recently in Kronos, JDA, Paysafe, Ipreo and Optiv.  Prior to joining Blackstone, Mr. Blank was an associate at Texas Pacific Group (TPG) in San Francisco where he was involved in the evaluation and execution of private equity transactions.  Before joining TPG, Mr. Blank worked in investment banking at Goldman, Sachs & Co. focused on technology, media and telecommunications clients.  Mr. Blank graduated with a bachelor’s degree in economics from Harvard College and received an MBA from the Harvard Business School.  He currently serves as a director of Ipreo and of Kronos, and previously served as a director of Travelport Worldwide Limited, Ipreo, Optiv and The Weather Company.  Mr. Blank became a director of NCR on December 4, 2015.

Mr. Blank is one of the Board Members who was designated by Blackstone under the terms of the Investment Agreement.  Only the holders of the Series A Convertible Preferred Stock may vote on the election of Mr. Blank as a director at the Annual Meeting.

Qualifications.  Mr. Blank’s qualifications include, among other things, his significant private equity and mergers and acquisitions experience with Blackstone and Goldman Sachs; his experience evaluating and managing acquisitions and investments in the technology and telecommunications industries; his experience as a director of other public and private companies; his financial expertise and literacy; his prior service on Travelport’s Audit Committee; and his independence.

Directors Whose Terms of Office Continue

The following directors will hold office as disclosed below.

Class B – Current Term Expiring in 2019

Chinh E. Chu, 51,52, is athe Founder and Managing Partner and Founder of CC Capital Management,Partners, LLC, ana private investment firm.  In addition,  Mr. Chu is the founderco-founder of CF Corp., atwo special purpose acquisition companycompanies, CF Corp. that was acquired by Fidelity & Guaranty Life, a life insurance company where Mr. Chu currently serves asCo-Executive Chairman.Chairman, and Collier Creek Holdings.  Before forming CC Capital, Management, Mr. Chu was a Senior Managing Director of The Blackstone in the CorporateGroup, where he worked from 1990 to 2015 and served asCo-Chair of Blackstone’s Private Equity Group from January 2000 to November 2015.Executive Committee, as a member of the Investment Committee and on the firm’s Executive Committee.  Before joining Blackstone in 1990, Mr. Chu worked at Salomon Brothers in the Mergers & Acquisitions Department.  Mr. Chu led Blackstone’s investments in AlliedBarton, Celanese, Graham Packaging, Interstate Hotels, Kronos, LIFFE, Nalco, Nycomed, and Stiefel Laboratories.  He also currently serves as a director of Stearns Mortgage.  Mr. Chu previously served as a director of Catalent, Inc., Kronos Incorporated, SunGard Data Systems, Inc., Freescale Semiconductor, Ltd., Biomet, Inc., Alliant, Celanese Corporation, Nalco Company, Nycomed, Alliant Insurance Services, Inc., the London International Financial Futures and Options Exchange, or LIFFE, Graham Packaging, and AlliedBarton Security Services.  Mr. Chu graduated with a bachelor’s degree in finance from the University of Buffalo.  He currently serves as a director of Biomet, Inc., Freescale Semiconductor, Inc., HealthMarkets Inc., and Kronos Incorporated.  Mr. Chu became a director of NCR on December 4, 2015 and was appointed independent Lead Director effective February 22, 2016.

Mr. Chu is one of the two Board membersMembers who was designated by Blackstone under the terms of the Investment Agreement.  Only the holders of the Series A Convertible Preferred Stock may vote on the election of Mr. Chu as a director at the Annual Meeting.

Qualifications.  Mr. Chu’s qualifications include, among other things, his independence; his experience as a director of other public and private companies; his private equity experience;  and his extensive experience evaluating and managing acquisitions and investments in multiple industries with Blackstone and Salomon Brothers.

The Board of Directors recommends that you vote FOR Richard L. Clemmer, Robert P. DeRodes, Deborah A. Farrington, Michael D. Hayford, Kurt P. Kuehn, WilliamLinda Fayne Levinson, Frank R. Nuti,Martire, Matthew A. Thompson and, solely with respect to the holders of Series A Convertible Preferred Stock, Gregory R. Blank and Chinh E. Chu, as directors to hold officeserve until the next annual meeting of stockholders following their election and until their respective successors are duly elected and qualify.  Proxies received by the Board will be voted FOR all nominees for which the stockholder may vote unless they specify otherwise.

A majority of all the votes cast by holders of our common stock and Series A Convertible Preferred Stock, voting together as a single class (in person via attendance at the virtual Annual Meeting or by proxy), with the holders of Series A Convertible Preferred Stock voting on anas-converted basis, is required to elect Richard L. Clemmer, Robert P. DeRodes, Deborah A. Farrington, Michael D. Hayford, Kurt P. Kuehn, WilliamLinda Fayne Levinson, Frank R. NutiMartire and Matthew A. Thompson (six(eight of the seventen director nominees).  Abstentions and broker“non-votes” will not be counted as votes cast and will have no effect on the vote required to elect Messrs. Clemmer, DeRodes, Hayford, Kuehn, Nuti,Martire, Thompson or Ms. Farrington.Mses. Farrington and Levinson.

The vote of the holders of a majority of the outstanding shares of our Series A Convertible Preferred Stock, voting separately as a class, is required to elect Mr.Messrs. Gregory R. Blank and Chinh E. Chu (the seventhother director nominee)nominees).  Only the holders of Series A Convertible Preferred Stock have the right to vote on the election of Mr. Blank.Messrs. Blank and Chu.  Under Maryland law, abstentions and brokernon-votes, if any, by holders of Series A Convertible Preferred Stock will have the effect of votes against Mr. Blank.Messrs. Blank and Chu.

The Board oversees the overall performance of the Company on behalf of the stockholders of the Company.  Members of the Board stay informed of the Company’s business by participating in Board and committee meetings (including regular executive sessions of the Board), by reviewing materials provided to them prior to meetings and otherwise, and through discussions with the Chief Executive Officer and other members of management and staff.

The Board is elected by the stockholders of the Company (with certain members of the Board being elected solely by the holders of the Series A Convertible Preferred Stock) to oversee and direct the management of the Company.  The Board selects the senior management team, which is charged with managing the Company’s business and affairs.  Having selected the senior management team, the Board acts as an advisor to senior management and monitors its performance.  The Board reviews the Company’s strategies, financial objectives and operating plans.  It also plans for management succession of the Chief Executive Officer, as well as other senior management positions, and oversees the Company’s compliance efforts.

To help discharge its responsibilities, the Board has adopted Corporate Governance Guidelines on significant corporate governance issues, including, among other things:  the size and composition of the Board; director independence; Board leadership; roles and responsibilities of the Board; risk oversight; director compensation and stock ownership; committee membership and structure, meetings and executive sessions; and director selection, training and retirement.  The Corporate Governance Guidelines, as well as the Board’s committee charters, are found under “Corporate Governance” on the “Company” page of NCR’s website athttp://www.ncr.com/company/corporate-governance.  You also may obtain a written copy of the Corporate Governance Guidelines, or any of the Board’s committee charters, by writing to NCR’s Corporate Secretary at the address listed on page 627 of this proxy statement.

In keeping with the requirements ofpolicy contemplated in our Corporate Governance Guidelines, and the NYSE listing standards, a substantial majority of our Board must be independent.is independent, which exceeds the NYSE listing standards.  Under the standards of independence set forth in Exhibit B to the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards, a Board member may not be independent unless the Board affirmatively determines that the Board member has no material relationship with the Company (whether directly or indirectly), taking into account, in addition to those other factors it may deem relevant, whether the director:

Consistent with the Corporate Governance Guidelines and the NYSE listing standards, on an annual basis the Board, with input from the Committee on Directors and Governance, determines whether eachnon-employee Board member is considered independent.  In doing so, the Board takes into account the factors listed above and such other factors as it may deem relevant.

The Board has determined that all of the Company’snon-employee directors and nominees, namely Gregory R. Blank, Chinh E. Chu, Richard L. Clemmer, Gary J. Daichendt, Robert P. DeRodes, Deborah A. Farrington, Kurt P. Kuehn, Linda Fayne Levinson and Matthew A. Thompson, are independent in accordance with the NYSE listing standards and the Company’s Corporate Governance Guidelines.

NCR continues to demonstrate a strong commitment to corporate governance practices and policies that reinforce the Board’s alignment with, and accountability to, our stockholders.  In 2016 we eliminated classification of the Board, twice adjourning our annual meeting of stockholders to solicit votes to obtain the requisite stockholder approval.  Also in 2016, the Board adopted and implemented a comprehensive, robust and fair proxy access bylaw.  We continue to actively engage with our stockholders on a regular basis, our

stockholders have the ability to directly nominate director candidates, and we have established processes and procedures for stockholders to communicate with the Board, the independent Lead Director, the Chairman of the Board, any other individual director, or NCR’s independent directors as a group.

We have also reduced the ownership threshold necessary for stockholders to directly call a special meeting.  In November 2017, Ms. Myra K. Young, an NCR stockholder, notified the Company of her intention to have her agent, John Chevedden, present a proposal at the Annual Meeting to request the Board to take the steps necessary to amend our bylaws (and each appropriate governing document) to give holders in the aggregate of 25% or lower of our outstanding common stock the power to call a special stockholder meeting.

In response to this proposal,meeting, and in furtherance of our continuing commitment to strong corporate governance policies, on February 20, 2018, the Board authorized and approved amendments to the Company’s bylaws to reduce the percent ownership requirement necessary to allow stockholders to call a special meeting of stockholders from a majority of the votes entitled to be cast at the meeting to 25% of the votes entitled to be cast at the meeting; provided, that unless requested by the stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter that is substantially the same as a matter voted on at any special meeting of stockholders held in the preceding twelve months.  As a result of the amendment to our bylaws, Ms. Young’s proposal was substantially implemented, and therefore we did not include her proposal in this proxy statement.

Since being spun off by AT&T Corp. in 1996, NCR’s stockholders have had the right to call a special meeting.   This stands in contrast to the many public companies that continue to afford their stockholders no such rights.  And reducing the ownership threshold for calling a special meeting from a majority of the votes entitled to be cast at the meeting to 25% puts the terms of this stockholder right well within market practice for those companies that permit stockholders to call a special meeting.  We believe that our revised special meeting right strikes a reasonable and appropriate balance – meaningfully enhancing the right of stockholders to call a special meeting, on the one hand, while, on the other hand, safeguarding against the risk that substantial administrative and financial burdens could be imposed on our company, contrary to the interests of our Board and stockholders, by a special meeting being called that does not have meaningful stockholder interest behind it.

In addition, the Board has included in this proxy statement a proposal to amend and restate the Company charter to eliminate the supermajority voting provisions contemplated thereby and require the affirmative vote of a majority of all the votes entitled to be cast to approve each such matter.  While a supermajority vote requirement protects against amendments to key provisions of a charter or bylaws, the removal and subsequent replacement of a director, or the entering into of extraordinary transactions without broad stockholder support, the Board has determined, following its deliberation and consideration regarding the rationale for such provisions in light of current corporate governance standards and practices and as permitted by Maryland law, that requiring only a majority of all the votes entitled to be cast on the matter to amend all provisions of the Company’s charter and to approve the extraordinary transactions described in more detail in the applicable proposal in this proxy statement is advisable and in the best interests of NCR.  Similarly, after deliberation and consideration, the Board has determined, also as permitted by Maryland law, that requiring only a majority of all the votes entitled to be cast on the matter to amend all provisions of the Bylaws, to remove a director, and to replace a director after removal, is advisable and in the best interests of NCR, and has included such amendment in the applicable proposal in this proxy statement.  The Board also determined it advisable, and included in the applicable proposal in this proxy statement, to amend Section 6.2 of the Company charter to provide that, notwithstanding any provision of law requiring any action to be taken or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, and except as may otherwise be specifically provided, any such action shall be effective and valid if declared advisable by the Board and taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter.  The Board believes the proposal including the amendments to the Company charter described in this paragraph strike the proper balance of protecting against the actions of a few large stockholders while recognizing that broad supermajority provisions are no longer viewed by many parties as consistent with current best practices for corporate governance at U.S. public companies.

As set out in the Corporate Governance Guidelines, the Board does not have a guideline on whether the role of Chairman should be held by anon-employee director.  Instead, our Board has the flexibility to select a Chairman as it deems best for the Company from time to time.  Under the Corporate Governance Guidelines if the positions of Chairman and Chief Executive Officer are held by the same person, the independent directors of the Board will select a Lead Director from the independent directors.  Additionally, if the positions of Chairman of the Board and Chief Executive Officer are held by the same person or if the Chairman is a management employee, the Board has set out the roles of both Chairman and Chief Executive Officer and the independent Lead Director in Exhibit C to the Corporate Governance Guidelines.

Currently the Board has an integrated leadership structure in which WilliamFrank R. NutiMartire serves in the combined roles ofas Executive Chairman, andMichael D. Hayford services as Chief Executive Officer and Chinh E. Chu serves as the Board’s independent Lead

The Board has had over ten years of successful experience with thisa leadership structure – in which the roles of Chairman and Chief Executive Officer are combinedheld by management employees and an independent Lead Director is selected – and, taking these factors into account, has determined that this leadership structure is the most appropriate and effective for the Company at this time.

As a part of its oversight responsibilities, the Board regularly monitors management’s processes for identifying and addressing areas of material risk to the Company, including operational, financial, cybersecurity, legal, regulatory, strategic and reputational risks.  In doing so, the Board receives regular assistance and input from its committees, as well as regular reports from members of senior management.  While the Board and its committees provide oversight, management is responsible for implementing risk management programs, supervisingday-to-day risk management and reporting to the Board and its committees on these matters.

The Audit Committee of the Board has been designated with primary responsibility for overseeing the assessment of financial, strategic, cybersecurity and other risk, and the Company’s general risk management

The Company takes a prudent and appropriately risk-balanced approach to its incentive compensation programs to ensure that these programs promote the long-term interests of our stockholders and do not contribute to unnecessary risk-taking.  The CHRC regularly evaluates whether the Company’s executive and broad-based compensation programs, contribute to unnecessary risk-taking to achieve above-target results,including the mix of cash and equity, balance of short-term and longer-term performance focus, balance of revenue and profit-based measures, stock ownership guidelines, clawback policies and other risk mitigators.  The CHRC directly engages its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FWC”), to assist in this process. Based on this evaluation, the CHRC in its evaluation.  In accordance with the CHRC’s direction, FWC periodically performs a compensation risk assessmentconcluded that none of the Company’s executivecompensation policies and broad-based compensation programs and makes an independent report to the CHRC.  The last risk assessment from FWC was completed in 2011.  At that time, FWC concluded that the Company’s executive and broad-based compensation programs do not present any area of significant risk, noting that the plans are well-aligned withreasonably likely to have a material adverse effect on the CHRC’s compensation design principles.  In 2017 and early 2018, the Company conducted its own compensation risk assessment of the incentive compensation programs and concluded that the Company’s executive and broad-based compensation programs do not present any area of significant risk.  The only significant changes to our

The Audit Committee is the principal agent of the Board in overseeing: (i) the quality and integrity of the Company’s financial statements; (ii) the assessment of financial, strategic, cybersecurity and other risk and risk management programs; (iii) the independence, qualifications, engagement and performance of the Company’s independent registered public accounting firm; (iv) the performance of the Company’s internal auditors; (v) the integrity and adequacy of internal controls; and (vi) the quality and adequacy of disclosures to stockholders.  Among other things, the Audit Committee also:

Each member of the Audit Committee is independent and financially literate as determined by the Board under applicable SEC rules and NYSE listing standards.  In addition, the Board has determined that Messrs. Blank, Clemmer,Kuehn, and Kuehn,Thompson and Ms. Farrington, are each an “audit committee financial expert,” as defined under SEC regulations.  The Board has also determined that each member of the Audit Committee is independent based on independence standards set forth in the Board’s Corporate Governance Guidelines, which reflect the listing standards of the NYSE and the applicable rules of the SEC.  No member of the Audit Committee may receive any compensation, consulting, advisory or other fees from the Company, other than the Board compensation described below under the sectionDirector Compensation, starting on page 2829 as determined in accordance

in accordance with applicable SEC rules and NYSE listing standards.  Members serving on the Audit Committee are limited to serving on no more than two other audit committees of public company boards of directors, unless the Board evaluates and determines that these other commitments would not impair the member’s effective service to the Company.

The CHRC provides general oversight of the Company’s management compensation philosophy and practices, benefit programs and strategic workforce initiatives, and oversees the Company’s leadership development plans.  In doing so, the CHRC reviews and approves the Company’sexecutive officer total compensation goals, objectives and programs, covering executive officers and key management employees as well as the competitiveness of NCR’s total executive officer compensation practices.  Among other things, the CHRC also:

The CHRC may delegate its authority to the Company’s Chief Executive Officer and/or other appropriate delegates to make equity awards to individuals (other than executive officers) in limited instances.

The CHRC retains and is advised by an independent compensation consultant, Frederic W. Cook & Co., Inc.  The CHRC has directly engaged FWC to review the Company’s long-term incentive program, the Stock Incentive Plan (which we refer to as the Stock Plan)(the “Stock Plan”), the Annual Incentive Plan (which includes the Management Incentive Plan the Bonus Uplift feature thereof and the Customer Success Bonus), the Economic Profit Plan and other key programs related to the compensation of executive officers.  As directed by the CHRC, FWC provides a competitive assessment of the Company’sour executive compensation programs relative to our compensation philosophy; reviews our compensation peer group companies; provides expert advice regarding compensation matters for our executive officers, including the Chief Executive Officer;  provides information aboutand competitive market rates;rate information relating to executive officer compensation; assists in the design of thedesigning variable incentive, plansperquisite and the establishment of performance goals;  assists in the design of other compensation programs, and perquisites;including advice regarding performance goals; assists with compliance with applicable tax laws, disclosure matters and other technical matters; conducts aan annual risk assessment of the Company’sour compensation programs; and is readily available for consultationregularly consults with the CHRC and its members regarding such matters.  FWC did not perform any additional work for the Company or

The Board has determined that each member of the CHRC is independent based on independence standards set forth in the Board’s Corporate Governance Guidelines which reflect theNYSE listing standards of the NYSE and satisfy the additional provisions specific to compensation committee membership set forth in the NYSE listing standards of the NYSE.standards.

The Committee on Directors and Governance (the “CODG”) is responsible for reviewing the Board’s corporate governance practices and procedures, including the review and approval of each related party transaction under the Company’s Related Person Transaction Policy (unless the CODG determines that the approval or ratification of such transaction should be considered by all of the disinterested members of the Board), and the Company’s ethics and compliance program.  Among other things, the CODG also:

The Committee on Directors and GovernanceCODG is authorized to engage consultants to review the Company’s director compensation program.

The Board has determined that each member of the Committee on Directors and GovernanceCODG is independent based on independence standards set forth in the Board’s Corporate Governance Guidelines, which reflect the listing standards of the NYSE.

CODG using these qualification guidelines.  In accordance with the guidelines, as part of the selection process, in addition to such other factors as it may deem relevant, the CODG will consider a candidate’s:

The Board and the CODG are committed to finding proven leaders who are qualified to serve as NCR directors and may from time to time engage outside search firms to assist in identifying and contacting qualified candidates.

The directors nominated by the Board for election at the Annual Meeting were recommended by CODG.  All of the candidates for election are currently serving as directors of the Company and, other than WilliamFrank R. Nuti,Martire, NCR’s Executive Chairman and Michael D. Hayford, NCR’s Chief Executive Officer, have been determined by the Board to be independent.

SEC Rule14a-8 andProcedures for Stockholder Proposals and Nominations for 20192020 Annual Meeting Pursuant to SEC Rule14a-8 beginning on page 9689 of this proxy statement for further details regarding how to nominate directors.

Stockholders or interested parties wishing to communicate directly with the Board, the independent Lead Director or any other individual director, the Chairman of the Board, or NCR’s independent directors as a group are welcome to do so by writing to the Company’s Corporate Secretary at NCR Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007.  The Corporate Secretary will forward appropriate communications.  Any matters reported by stockholders relating to NCR’s accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee as appropriate.  Anonymous and/or confidential communications with the Board may also be made by writing to this address.  For more information on how to contact the Board, please see the Company’s Corporate Governance website athttp://www.ncr.com/company/corporate-governance.

The Company has a Code of Conduct that sets the standard for ethics and compliance for all of its directors and employees.  The Code of Conduct is available on the Company’s Corporate Governance website athttp://www.ncr.com/company/corporate-governance/code-of-conduct.  To receive a copy of the Code of Conduct, please send a written request to the Corporate Secretary at the address provided above.

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the Company is required to report in this proxy statement any failure to file or late filing occurring during the fiscal year ended December 31, 2017.2018.  Based solely on a review of filings furnished to the Company from reporting persons, the Company believes that all of these filing requirements were satisfied by its directors, officers and 10% beneficial owners except for one late filing reporting one transaction on Form 4 for Mr. Chu during the fiscal year ended December 31, 2017.owners.

Pursuant to authority granted by our Board, theThe Committee on Directors and Governance adopted the 2017 NCR Director Compensation Program (the “Program”), effective as of April 23, 2013. pursuant to authority granted by our Board.  In adopting the Program, the Committee considered peer group director pay practices and other relevant data and considerations, including material provided by FW Cook, the independent compensation consultant for the CHRC.  The Program provides for the payment of annual retainers and annual equity grants tonon-employee Board members of the Board.in accordance with our Stock Plan.  Our Stock Plan which NCR stockholders approved in 2017, generally capsnon-employee director pay at $1 million per calendar year (including cash and grant date fair value of equity).

Mr. Nuti does not receive remuneration for his service as Chairman of the Board.  Because he has disclaimed all interest in NCR director compensation payable under the Program or otherwise, Mr. Blank received no NCR director compensation in 2017.

2018.  Mr. Martire does not receive compensation under the Program for his service as Executive Chairman of the Board. Mr. Nuti did not receive compensation under the Program for his service as Chairman of the Board, and he does not receive compensation under the Program for his service as Chairman Emeritus.  On January 1,April 25, 2018, Edward “Pete” BoykinGary J. Daichendt retired from Board service.  Upon his retirement the unvested portion of Mr. Boykin’s 2017 annual equity grant was forfeited,service, and he received noso became ineligible for further compensation under the Program.as of that date.

(1) Grant date fair value, as determined in accordance with FASB ASC Topic 718, of annual equity grants (including deferred grants), and annual cash retainers received in the form of current shares or deferred shares (also referred to as “phantom stock units”).   See Note 78 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form10-K for the year ended December 31, 20172018 for an explanation of the assumptions we make in the valuation of our equity awards.