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)
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| Ohio | | 1-4879 | | 34-0183970 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 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:
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| 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
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| 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
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| For | Against | Abstain |
| 59,877,423 | | 1,734,554 | | 416,126 | |
Proposal 3: Advisory Approval of Named Executive Officer Compensation
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| 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
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| 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.
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| | Diebold Nixdorf, Incorporated |
| May 1, 2023 | By: | /s/ Jonathan B. Leiken |
| | Name: | Jonathan B. Leiken |
| | Title: | Executive Vice President, Chief Legal Officer and Secretary |
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