Document

Broker Non-Votes

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 1, 2020

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.)

5995 Mayfair Road, P.O. Box 3077,
North Canton,	Ohio		44720-8077

(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 par 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 5.02. 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 1, 2020 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 1,910,000 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 10, 2020. The foregoing description, and the summary contained in the Company’s 2020 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 1, 2020, the Company’s shareholders: (1) elected each of the Board’s eleven (11) 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 2020; (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 10, 2020.

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

Proposal No. 1: Election of eleven (11) directors:



	For	Against	Abstain	Broker Non-Vote
Arthur F. Anton	58,116,077	1,089,608	57,332	9,321,407
Bruce H. Besanko	58,266,757	938,299	57,961	9,321,407
Reynolds C. Bish	57,996,382	1,205,120	61,515	9,321,407
Ellen M. Costello	58,178,742	1,031,305	52,970	9,321,407
Phillip R. Cox	57,282,884	1,931,380	48,753	9,321,407
Dr. Alexander Dibelius	58,166,556	1,040,155	56,306	9,321,407
Matthew Goldfarb	58,176,654	1,024,763	61,600	9,321,407
Gary G. Greenfield	58,206,276	999,138	57,603	9,321,407
Gerrard B. Schmid	58,197,828	1,013,389	51,800	9,321,407
Kent M. Stahl	58,024,283	1,179,975	58,759	9,321,407
Lauren C. States	58,492,103	711,976	58,938	9,321,407
Patrick J. Lysobey	776	0	0	0

Proposal No. 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2020:



For	Against	Abstain
67,555,791	917,301	112,108

Proposal No. 3: Approve, on an advisory basis, our named executive officer compensation:

Proposal 4: Approve an amendment to the Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.




Exhibit Number		Description

10.1		Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan, as amended May 1, 2020.

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 7, 2020	By:	/s/ Jonathan B. Leiken
		Name:	Jonathan B. Leiken
		Title:	Senior Vice President, Chief Legal Officer and Secretary