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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): April 30, 2021
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, Ohio44720-8077
     
(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 classTrading SymbolName of each exchange on which registered
Common shares, $1.25 par 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 April 30, 2021 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 1,700,000 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 19, 2021. The foregoing description, and the summary contained in the Company’s 2021 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 April 30, 2021, 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 2021; (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 19, 2021.

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. Anton54,529,3224,182,829141,5479,334,752
Bruce H. Besanko57,897,574815,024141,1009,334,752
Reynolds C. Bish57,653,6101,055,599144,4899,334,752
Ellen M. Costello57,854,142858,812140,7449,334,752
Phillip R. Cox56,076,8742,650,948125,8769,334,752
Dr. Alexander Dibelius57,844,833888,702120,1639,334,752
Matthew Goldfarb57,848,840862,329142,5299,334,752
Gary G. Greenfield57,854,488876,604122,6069,334,752
Gerrard B. Schmid57,899,917834,268119,5139,334,752
Kent M. Stahl57,674,3571,035,696143,6459,334,752
Lauren C. States58,455,414256,303141,9819,334,752

Proposal No. 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2021:

ForAgainstAbstain
66,994,4671,013,205180,778

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

ForAgainstAbstainBroker Non-Votes
50,558,9328,028,206266,5609,334,752






Proposal 4: Approve an amendment to the Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan:
ForAgainstAbstainBroker Non-Votes
54,127,3824,481,619244,6979,334,752

Item 9.01 Financial Statements and Exhibits

  (d) Exhibits. 
   
Exhibit  
Number Description
 
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 5, 2021By:  /s/ Jonathan B. Leiken
  Name:  Jonathan B. Leiken
  Title:  Senior Vice President, Chief Legal Officer and
Secretary