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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): May 6, 2022

Diebold Nixdorf, Incorporated
(Exact name of registrant as specified in its charter)
__________________________________________________________

Ohio1-487934-0183970
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
50 Executive Parkway, P.O. Box 2520
Hudson,Ohio44236
(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 classTrading SymbolName of each exchange on which registered
Common shares, $1.25 per value per shareDBDNew 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Adoption of an Amendment to the 2017 Equity and Performance Incentive Plan

On May 6, 2022 the shareholders of Diebold Nixdorf, Incorporated (the “Company”) approved an amendment to the Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan (the “2017 Plan”) at the Company’s Annual Meeting of Shareholders (the “Annual Meeting”). The Company’s Board of Directors (the “Board”) previously adopted the amendment to the 2017 Plan based on the recommendation of the Compensation Committee (the “Committee”) and subject to the approval of the shareholders at the Annual Meeting. This amendment authorizes an additional 3,200,000 common shares for issuance under the 2017 Plan. The amended 2017 Plan is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed March 24, 2022. The foregoing description, and the summary contained in the Company’s 2022 Proxy Statement, are qualified in their entirety by reference to the full text of the 2017 Plan, as amended, which is filed as Exhibit 10.1 to this Form 8-K.


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

At the Company’s Annual Meeting held on May 6, 2022, the Company’s shareholders: (1) elected each of the Board’s twelve (12) 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 2022; (3) approved, on an advisory basis, our named executive officer compensation; and (4) approved an amendment to the 2017 Plan. These proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed March 24, 2022.

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

Proposal No. 1: Election of twelve (12) directors:
ForAgainstAbstainBroker Non-Vote
Arthur F. Anton55,441,9574,635,23863,8438,143,154
Bruce H. Besanko58,677,0361,392,14971,8538,143,154
Reynolds C. Bish57,929,7242,138,65372,6608,143,154
William A. Borden58,951,9881,114,60574,4458,143,154
Ellen M. Costello58,308,2921,767,31965,4278,143,154
Phillip R. Cox56,185,4773,453,470502,0918,143,154
Dr. Alexander Dibelius58,736,6701,336,85167,5168,143,154
Matthew Goldfarb58,759,5261,323,88857,6248,143,154
Gary G. Greenfield58,587,6581,486,60266,7778,143,154
Octavio Marquez59,117,909956,58766,5418,143,154
Kent M. Stahl57,930,3662,141,70368,9698,143,154
Lauren C. States58,604,4991,467,16769,3718,143,154

Proposal No. 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2022:
For
Against
Abstain
67,084,2401,165,35534,596

Proposal No. 3: Approve, on an advisory basis, named executive officer compensation:
For
Against
Abstain
Broker Non-Votes
57,220,9232,182,545737,5698,143,154





Proposal 4: Approve an amendment to the Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan:
For
Against
Abstain
Broker Non-Votes
56,047,4633,368,907724,6688,143,154


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit NumberDescription
10.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)







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 11, 2022By:/s/ Jonathan B. Leiken
Name:Jonathan B. Leiken
Title:Executive Vice President, Chief Legal Officer and Secretary