8-K

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): February 6, 2022

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.)
50 Executive Pkwy, PO 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:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 10, 2022, Diebold Nixdorf, Incorporated (the “Company”) announced that, effective March 11, 2022, Gerrard B. Schmid will step down as the Company’s President and Chief Executive Officer and Octavio Marquez, the Company’s current Executive Vice President of Global Banking, has been appointed to succeed Mr. Schmid as President and Chief Executive Officer as of that date. Mr. Schmid will remain on the Company’s Board of Directors (the “Board”) until his current term expires at the 2022 Annual Meeting of Shareholders and will serve as an advisor to the Company through June 11, 2022 to ensure a seamless transition. Mr. Schmid will not stand for re-election at the 2022 Annual Meeting of Shareholders.

In connection with Mr. Marquez’s appointment as President and Chief Executive Officer, effective as of March 11, 2022, the Board will increase the number of directors of the Company from 12 to 13 and will appoint Mr. Marquez, age 54, to the Board to fill the vacancy created by the increase. Mr. Marquez’s term will be effective on March 11, 2022, and will expire at the Company’s 2022 Annual Meeting of Shareholders during which he will stand for re-election. As an executive and non-independent director, he is not expected to serve on any of the Board’s committees. Mr. Marquez joined the Company in January 2014 and has held multiple leadership roles. Before joining the Company, Mr. Marquez served as managing director for the Mexico operations for EMC, a global leader in IT management and cloud computing, and held several leadership roles at Hewlett Packard, including president of HP Mexico.

In addition, the Company and Mr. Marquez agreed to an offer letter (the “Offer Letter”), dated February 9, 2022 and effective March 11, 2022, pursuant to which Mr. Marquez will receive an annual base salary of $850,000 and will be eligible for annual incentive awards and long-term incentive plan awards as determined by the Company. For 2022, the Board set his initial annual cash incentive award target at $1,020,000, which represents 120% of his base salary. Any payout under this incentive award shall be determined by the Board based on the achievement of certain performance goals. In addition, long-term incentive awards in the form of performance shares and restricted stock units will be granted to Mr. Marquez on his start date based on a grant value of $5,000,000, pending approval by the Board. The long-term incentive grant will be subject to the terms set forth in the Company’s shareholder approved equity plan and related award agreements. Future long-term grants may be awarded in accordance with the Company’s existing programs and practices.

Mr. Marquez’s severance benefits will be governed by the Company’s current Senior Leadership Severance Plan (the “SLSP”), which provides coverage to executives who are involuntarily terminated without cause or who terminate their employment for good reason (as defined in the SLSP), in each case, separate from a change in control and subject to a general release of claims and acknowledgement of the executive’s confidentiality, non-competition and other applicable obligations. Mr. Marquez’s existing Change in Control Agreement with the Company will remain in place pursuant to its terms.

There are no arrangements or undertakings between Mr. Marquez and any other persons pursuant to which he was selected to serve as the Company’s President and Chief Executive Officer and as member of the Board, nor are there any family relationships between Mr. Marquez and any of the Company’s directors or executive officers. There are no related-party transactions between the Company and Mr. Marquez that would require disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Schmid’s departure, Mr. Schmid and the Company entered into a Separation and Transition Agreement (the “Separation and Transition Agreement”), dated February 9, 2022, pursuant to which Mr. Schmid will assist in the transition of his responsibilities and provide advisory services through June 11, 2022, and will be entitled to: (a) a separation and transition payment in the amount of $4,000,000 (to be paid in three equal parts on or before March 31, 2022, June 30, 2022, and September 30, 2022); (b) the continued ability to participate, at his own expense, in the Company’s health and hospitalization insurance program under COBRA for a period of 18 months; and (c) during the advisory period but ending when Mr. Schmid’s current term as a director expires at the 2022 Annual Meeting of Shareholders, any time-vesting and performance-vesting equity awards outstanding as of March 11, 2022, will remain eligible to vest in accordance with their terms without regard to continued employment. While Mr. Schmid is still serving as President and Chief Executive Officer until March 11, 2022, he will: (a) receive his current base salary and a bonus payment calculated under the 2021 Annual Incentive Plan based on actual performance, and (b) be eligible to receive a prorated bonus payment, from January 1, 2022 through March 11, 2022, calculated under the 2022 Annual Incentive Plan based on actual performance and payable in 2023 at the time the Company’s executives receive their bonus payments. Mr. Schmid will be subject to a general release of claims and confidentiality, non-competition, and other obligations.

The foregoing descriptions of the Offer Letter and Separation and Transition Agreement are qualified in their entirety by reference to the full text of the Offer Letter and Separation and Transition Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 10, 2022, the Company issued a press release related to the events described in Item 5.02. A copy of the press release is attached hereto as Exhibit 99.1 and furnished herewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number	Description
10.1	Offer Letter, dated February 9, 2022, by and between Diebold Nixdorf, Incorporated and Octavio Marquez
10.2	Separation and Transition Agreement, dated February 9, 2022, by and between Diebold Nixdorf, Incorporated and Gerrard B. Schmid
99.1	Press Release of Diebold Nixdorf, Incorporated, dated February 10, 2022
104	Cover 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
February 10, 2022	By:	/s/ Jonathan B. Leiken
		Name:	Jonathan B. Leiken
		Title:	Executive Vice President, Chief Legal Officer and Secretary

EX-10.1

EX 10.1

February 9, 2022

Octavio Marquez

Address on file with the Company

RE: EMPLOYMENT OFFER LETTER

Dear Octavio:

On behalf of Diebold Nixdorf, Inc. (the “Company”), I am pleased to offer you (“you” or the “Executive”) the position of President and Chief Executive Officer of the Company. The following sets forth the terms and conditions regarding your employment, effective as of the Start Date indicated below and subject to your successful completion of the Company’s customary pre-hire checks and testing for senior level executives.

Start Date: Your new role shall begin on March 11, 2022 (the “Start Date”).

Position and Duties: You agree to serve as the President and Chief Executive Officer of the Company, reporting directly to the Board of Directors of the Company (the “Board”). This is a full-time position, and you shall devote substantially all of your working time, attention, and energies during normal business hours (other than absences due to illness or vacation) to the performance of your duties for the Company. As soon as practical following your Start Date, the Company’s Board will appoint you as a non-independent director of the Board. While in your position and during your employment, the Board will nominate you to serve as a director at each of Diebold Nixdorf’s annual meetings, subject to election by the Company’s shareholders. As an employee director, your service on the Board is without additional compensation.

Term: You will be employed on an “at-will” basis, subject to termination by either party at any time and for any reason. Except as otherwise required by this offer letter or by law, the Company’s obligations under this offer letter automatically terminate upon the termination of your employment with the Company or its affiliate, and you will have no obligation or duty to further serve the Company in any capacity nor will you be entitled to any further compensation or benefit beyond payment of Base Salary through date of termination and any accrued but unused vacation, unreimbursed business expenses and vested benefits. All separation and termination compensation and benefits will be governed by this offer letter.

Location & Travel: You understand that significant travel may be required to meet the duties and responsibilities of this position. Your reasonable travel and related expenses shall be reimbursed in accordance with Company policy. The Company acknowledges that you will need

some time to relocate to the U.S. and that your current lease in the Netherlands ends this summer. You agree to relocate to the U.S. by the end of summer 2022.

Compensation: In exchange for the full-time services rendered by you for the Company and its affiliates, the Company will provide you, in the ordinary course, with Base Salary, an annual incentive award and long-term incentive grants as described below.

Base Salary: Your initial annualized base salary shall be set at $850,000 (“Base Salary”), payable in accordance with the regular payroll practices of the Company.

Annual Incentive Award: Your initial target bonus shall be 120% of annual Base Salary measured from January 1 for the first year of employment. For avoidance of doubt, the 2022 bonus will be calculated as if your Base Salary for all of calendar year 2022 was $850,000, without any proportional reduction for the first two and a half months of 2022 when your Base Salary was lower. Bonus payouts are awarded at the discretion of the Board based on the Board’s determination, in good faith and consistent with its fiduciary duties, that annual targets were achieved. The annual targets will be established in writing by the Board after consultation with you and within the first ninety (90) days of the applicable bonus period. Your annual bonus will be paid no later than March 15 immediately following the end of the applicable bonus period subject to bonus plan guidelines as may be amended from time to time. In the event your employment with the Company ends due to your death or disability, the Company will pay you a lump sum amount, paid within 60 days of termination, of the annual incentive award at target for the calendar year that includes the date of termination; provided such amount shall be adjusted on a prorated basis.

Long-Term Incentive Grant: Your initial long-term incentive grant value will be $5,000,000 and shall be granted to you on or before the State Date. The equity mix for this new grant will be 60% Performance Shares and 40% Restricted Stock Units, pending approval by the board. The long-term incentive grant is subject to the terms set forth in the award agreements and the shareholder approved equity plan. Future long-term incentive grants will be awarded in accord with the Company’s existing programs and practices.

Vacation: You shall be entitled to four weeks of vacation per year.

Employee Benefits: During your employment, you and, where applicable, your eligible family members, shall be eligible to participate in all employee benefit programs available to senior executives of the Company or its employees generally, as such plans or programs may be in effect from time to time, including, without limitation, health, medical, dental, long-term disability and life insurance plans.

Severance Benefits: You will participate in the Company’s Senior Leadership Severance Plan (the “Plan”) as a Grade 100 Executive. Notwithstanding anything to the contrary in the Plan or otherwise, (i) no termination, amendment or modification of the Plan following the date of this

offer letter shall have an adverse impact on you, including by reducing the terms of your Severance Benefits; and (ii) the Plan shall be applied to you as follows:

•“Good Reason” shall include a change in your title, authority, duties or responsibilities or the assignment of any duties that are inconsistent with your position.

Your employment may not be terminated for Cause unless, after the applicable cure period, you are provided an opportunity to be heard at a Board meeting held for the purpose of considering a for Cause termination.

Change in Control Severance Benefits: You already participate in the Company’s Change in Control (CIC) program. Your existing CIC Agreement will remain in place pursuant to its terms. To the extent the Change in Control Agreement and the Senior Leadership Severance Plan both apply, the terms that are more favorable to you shall control.

Legal Expenses: The Company will reimburse you for reasonable legal fees you incur in connection with the review of this Agreement in an amount not to exceed $10,000.

Tax Matters: All amounts payable to you shall be subject to the withholding of all applicable taxes and deductions required by any applicable law and employee elections. All payments made pursuant to plans in which you participate shall be made in accordance with the taxation and payment provisions contained in such plans.

Miscellaneous: The terms set forth in this offer letter shall not be changed, altered, modified or amended, except by a written agreement signed by both parties hereto. This offer letter, along with the terms of the documents and agreements referred to herein, as modified by this offer letter, and which are incorporated by reference as material terms of this offer letter, supersedes and replaces any previous offers or agreements between us. This offer letter shall be governed by and construed in all respects by the laws of Ohio without reference to principles of conflicts of laws. Any disputes relating to your employment or equity rights shall be resolved by third party mediation and, failing that, by binding arbitration to be held in Cleveland, Ohio in accordance with the rules and procedures of the American Arbitration Association for Employment Arbitration and Mediation. The Company will pay the costs and expenses of such arbitration and mediation.

To accept this offer, please sign this offer letter in the space provided below and return to Jonathan Leiken, Executive Vice President and Chief Legal Officer, retaining a copy for your own file.

We look forward to your decision.

Sincerely,

/s/Jonathan Leiken

Jonathan Leiken

Executive Vice President, Chief Legal Officer & Secretary

I accept this offer on the terms set forth above.

Octavio Marquez

/s/Octavio Marquez

Date: February 9, 2022

Approved by the Diebold Nixdorf, Inc. Board of Directors

DIEBOLD NIXDORF, INC.

/s/Gary G. Greenfield

Gary G. Greenfield

Chairman of the Board of Directors

Date: February 9, 2022

EX-10.2

EX 10.2

February 9, 2022

Gerrard Schmid

Address on file with the Company

Re: Separation and Transition Agreement

Dear Gerrard:

This letter agreement (this “Letter Agreement”) sets forth the understanding between you and Diebold Nixdorf, Inc. (“Diebold”) and Diebold Nixdorf Canada, Limited (together, the “Company”) regarding your separation from the Company and assistance with the Company’s transition to a new President and Chief Executive Officer.

1.    Separation Process

Your employment with the Company will end on March 11, 2022(the “CEO Transition Date”). On that date, your separation from service as President and Chief Executive Officer of Diebold as well as any other position you hold as an officer or director of the Company or any of its subsidiaries, affiliates, joint ventures or other related entities, will be effective. Notwithstanding the foregoing, you will continue to serve on the Board of Directors of Diebold (the “Board”) as a non-employee director until the upcoming Annual Meeting of Shareholders, at which your current term expires (the “Director Transition Date”). No further action or documentation is required to give effect to your separation from service as of the CEO Transition Date or to your Board resignation as of the Director Transition Date, although you agree to execute any further documentation that the Company may reasonably request to evidence them. You shall also execute any documentation required by the Company related to your duties as an officer or director of the Company or any of its subsidiaries, affiliates, joint ventures or other related entities which may be required during or after the Transition Period.

(a)    From now until the CEO Transition Date (the “Transition Period”), you will continue to serve as President and Chief Executive Officer of Diebold and have the powers, duties and responsibilities customarily associated with that position. During the Transition Period, you will receive your current base salary, and a bonus payment calculated under the 2021 Annual Incentive Plan based on actual performance. You will also be eligible to receive a prorated bonus payment, from January 1, 2022 through the CEO Transition Date, calculated under the 2022 Annual Incentive Plan based on actual performance and payable in 2023 at the time the Company’s executives receive their bonus payments.

(b)    Effective the 1st day after the CEO Transition Date, you will be eligible to continue to participate, at your own expense, in the Company’s health and hospitalization insurance program under COBRA for a period of 18 months. You understand and agree that,

subject to any applicable laws or regulations, you will be responsible for the full payment of all amounts associated with participation in this program under COBRA.

(c)    During the period commencing on the CEO Transition Date and ending on the three month anniversary of the CEO Transition Date (the “Advisory Period”), you agree to provide advisory services to the Company on such matters as the Board or the Chief Executive Officer of Diebold may reasonably request within your knowledge and experience related to the business of the Company and its affiliates. During the Advisory Period and until the Director Transition Date, any time-vesting and performance-vesting equity awards outstanding as of the CEO Transition Date will remain eligible to vest in accordance with their terms without regard to continued employment (collectively, the “LTI Treatment”). Also during the Advisory Period, you will remain eligible to receive an executive physical examination at the Cleveland Clinic.

(d)    In connection with your separation from the Company and the execution of this Letter Agreement, you will be entitled to receive a separation transition payment of $4,000,000 (your “Separation Transition Payment”). Your Separation Transition Payment will be paid in three equal parts ($1,333,333.33 per payment) on or before March 31, 2022, June 30, 2022 and September 30, 2022, after your execution and delivery of the general release of claims in favor of the Company in the form attached hereto as Exhibit A ( the “General Release”) within 60 days after the CEO Transition Date. You agree that you will forfeit your LTI Treatment, your Separation Transition Payment and any 2022 prorated bonus if (a) you terminate your employment for any reason prior to the CEO Transition Date, (b) you are terminated for Cause (as defined in the Company’s Senior Leadership Plan amended and restated effective July 24, 2015 (the “Severance Plan”), provided that your employment may not be terminated for Cause unless, after the applicable cure period, you are provided an opportunity to be heard at a Board meeting held for the purpose of considering a for Cause termination), (c) you fail to provide the General Release within 60 days after the CEO Transition Date or (d) you materially breach any of the restrictive covenants below and have failed to remedy such material breach within 30 days following written notice from the Company of such material breach.

(e)    You acknowledge and agree that, except for the payments set forth in Section 1 of this Letter Agreement and any previously vested benefits, accrued salary through the CEO Transition Date, accrued but unused vacation through the CEO Transition Date, and unreimbursed business expenses (the “Accrued Benefits”), you will not be eligible for any other compensation or benefits from the Company or its affiliates, including, without limitation, any severance or other benefits pursuant to the Severance Plan or your Offer Letter with the Company, dated February 20, 2018 (your “Offer Letter”).

2.    Restrictive Covenants

You acknowledge and agree that you have served a critical business role and acquired and will continue to acquire Protected Information about the business, operations, customers, partners and trade connections of the Company and developed critical relationships with the Company’s customers. As a condition to receiving any payments or benefits pursuant to this Letter Agreement, including the LTI Treatment, you agree that the following shall apply:

(a)    Noncompetition. For a period of two years after the CEO Transition Date, you shall not anywhere (i) directly or indirectly act in concert or conspire with any person employed by the Company in order to engage in or prepare to engage in or to have a financial or other interest in any of the following entities: NCR, Hyosung, Brinks, Euronet, Fujitsu or Toshiba; or (ii) serve as an employee, agent, partner, shareholder, director, or consultant for, or in any other capacity participate, engage, or have a financial or other interest in NCR, Hyosung, Brinks, Euronet, Fujitsu, Toshiba or any business substantially in the ATM and/or retail point of sale or self-checkout business, including managed services (provided, however, that notwithstanding anything to the contrary herein, you may own up to two percent (2%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934).

(b)    Confidentiality. The Company has advised you, and you acknowledge that it is the policy of the Company to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and effort to the Company. You shall not at any time, directly or indirectly, divulge, furnish, or make accessible to any person, firm, corporation, association, or other entity (otherwise than as may be required in the regular course of the your employment), nor use in any manner, either during your employment or after termination for any reason, any Protected Information, or cause any such Protected Information of the Company to enter the public domain. For purposes of this Letter Agreement, “Protected Information” means trade secrets, confidential and proprietary business information of the Company, and any other information of the Company, including, but not limited to, customer lists (including potential customers), sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing plans, internal policies, and products and services that may be developed from time to time by the Company and its agents or employees, including you; provided, however, that information that is in the public domain (other than as a result of a breach of this Letter Agreement), approved for release by the Company or lawfully obtained from third parties who are not bound by a confidentiality agreement with the Company, is not Protected Information.

(c)    Nonsolicitation. For a period of two years after the CEO Transition Date, you shall not: (i) employ or retain or solicit for employment or arrange to have any other person, firm, or other entity employ or retain or solicit for employment or otherwise participate in the employment or retention of any person who is an employee or consultant of the Company as of the CEO Transition Date; or (ii) solicit suppliers or customers of the Company or induce any such person to terminate his, her, or its relationship with the Company. Notwithstanding the foregoing, a general solicitation or advertisement for job opportunities that you may publish or share without targeting any Company employees or consultants shall not constitute a violation of this Section 2(c).

(d)    Cooperation. You agree to cooperate with the Company and its attorneys in connection with any and all lawsuits, investigations, or similar proceedings that have been or could be asserted at any time arising out of or related in any way to your employment by the Company or any of its subsidiaries. The Company agrees to reimburse you for any reasonable out-of-pocket expenses incurred in connection with your performance of cooperation services pursuant to this Section 2(d).

(e)    Nondisparagement. At all times, you agree not to knowingly disparage the Company or otherwise knowingly make comments harmful to the Company’s reputation. The Company agrees that its current officers and directors shall not knowingly disparage you or otherwise knowingly make comments harmful to your reputation.

(f)    Exceptions. (i) Notwithstanding anything to the contrary in this Letter Agreement, you may disclose confidential or proprietary information if compelled to do so by a subpoena or a valid order of any government officer or agency or of a court of competent jurisdiction, specifically directing you to disclose the information, provided that you shall attempt to avoid or resist such subpoena or order and, in any event, shall notify the Company in writing of such subpoena or order not less than five (5) days prior to any such disclosure, or as soon in advance as possible, (ii) nothing in this Letter Agreement is intended to or shall prevent, impede or interfere with your non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, file a complaint, testify in proceedings regarding the Company’s past or future conduct, or engage in any future activities protected under the whistleblower statutes administered by any government agency, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to any government agency, including, but not limited to the Occupational Safety and Health Administration (“OSHA”) and the U.S. Securities and Exchange Commission (“SEC”) and (iii) you shall not be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret that (A) is made (x) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Furthermore, in the event you file a lawsuit for retaliation by the Company for your reporting a suspected violation of the law, you may disclose the trade secret to attorney and may use the trade secret information in the court proceeding, if you file any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

(g)    Severability. If any provision of this Section 2 is held to be unenforceable, then this Letter Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of Section 2, valid and enforceable. If a court declines to amend the provisions of Section 2 as provided herein, the invalidity or unenforceability of any provision in Section 2 shall not affect the validity or enforceability of the remaining provisions in Section 2, which shall be enforced as if the offending provision had not been included in this Letter Agreement.

3.    Other Terms

(a)    Breach. You agree and acknowledge that should you materially violate any term of this Letter Agreement, the amount of damages that the Company would suffer as a result of such violation may be difficult to ascertain and money damages may not afford the Company an adequate remedy. The term(s) of any covenant(s) in Section 2 will not run during any time in which you are in material violation of said covenant(s) You further agree and acknowledge that in the event a court of competent jurisdiction determines that you have materially breached any material term of this Letter Agreement, the Company’s obligation to provide you with any

payments pursuant to Section 1 of this Letter Agreement (other than the Accrued Benefits) will immediately cease, and the Company may be entitled to recover monetary damages and obtain all other relief provided by law or equity, including, but not limited to, injunctive relief.

(b)    Entire Understanding. This Letter Agreement sets forth the entire agreement between you and the Company regarding your termination of employment and other service relationships with the Company and its affiliates, and supersedes any other severance, separation and/or employment agreements between you and the Company (including, for the avoidance of doubt, your Offer Letter). As of the CEO Transition Date, your Offer Letter will terminate and be of no further force and effect. Notwithstanding the foregoing, any indemnification agreement between you and the Company shall remain in full force and effect in accordance with its terms, and nothing in this Agreement affects your rights to indemnification under the Company’s by-laws, certificate of incorporation or other organizing document of the Company or any affiliate or any rights to insurance coverage under any directors and officers or other liability insurance policy.

(c)    Amendment; Governing Law; Disputes. The terms set forth in this Letter Agreement shall not be changed, altered, modified or amended, except by a written agreement that (i) explicitly states the intent of both parties hereto to amend this Letter Agreement and (ii) is signed by both parties hereto. This Letter Agreement shall be governed by and construed in all respects by the laws of Ohio without reference to principles of conflicts of laws. Any disputes relating to your employment, termination, or equity rights shall be resolved by third party mediation and, failing that, by binding arbitration to be held in Cleveland, Ohio in accordance with the rules and procedures of the American Arbitration Association. The Company will pay the costs and expenses of such mediation and/or arbitration.

(d)    Severability; Counterparts. The invalidity or unenforceability of any provision of this Letter Agreement will not affect the validity or enforceability of any other provision. If any provision of this Letter Agreement is held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Letter Agreement, will remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law. This Letter Agreement may be executed in several counterparts, each of which will be deemed an original, and such counterparts will constitute one and the same instrument.

(e)    Section 409A of the Code. The payments and benefits provided under this Letter Agreement are intended to be exempt from or otherwise comply with the requirements of Section 409A, and this Letter Agreement shall be interpreted in accordance with such intent. Each payment under this Letter Agreement shall be treated as a separate payment for purposes of Section 409A. If and to the extent that any payment or benefit is determined by the Company (a) to constitute “non-qualified deferred compensation” subject to Section 409A and (b) such payment or benefit must be delayed for six (6) months from your date of termination (or an earlier date) in order to comply with Section 409A(a)(2)(B)(i) of the Code and not cause you to incur any additional tax under Section 409A, then the Company will delay making any such payment or providing such benefit until the expiration of such six (6)-month period (or, if earlier, your death or a “change in control event”, as such term is defined in Section 409A-3(i)(5) of the Code).

(f)    Other Tax Matters. All amounts payable to you shall be subject to the withholding of all applicable taxes and deductions required by any applicable law and employee elections. Reimbursement of any unreimbursed business expenses incurred prior to the CEO Transition Date shall be made promptly upon presentation of documentation in accordance with the Company’s policies with respect thereto as in effect from time to time (but in no event later than the end of the calendar year following the year such expenses were incurred); provided, however, that in no event shall the amount of expenses eligible for reimbursement hereunder during a calendar year affect the expenses eligible for reimbursement in any other taxable year. In no event may you, directly or indirectly, designate the calendar year of any payment under this Letter Agreement.

(g)    Return of Company Property. You agree to return all Company property and any Protected Information and proprietary data (regardless of the medium in which it is memorialized), provided, that the Company agrees that you are permitted to retain your contact lists and copies of materials relating to your compensation and otherwise containing data reasonably needed for tax purposes.

[Remainder of Page Left Intentionally Blank]

To indicate your agreement with the foregoing, please sign and return this Letter Agreement to ● at ●.

Very truly yours,

Diebold Nixdorf, Inc.

By: /s/Jonathan Leiken

Name: Jonathan Leiken

Title: EVP, CLO and Secretary

Accepted and Agreed:

/s/Gerrard Schmid

Name: Gerrard Schmid

Date: February 9, 2022

EX-99.1

EX 99.1

Press Release

Media Relations Investor Relations

Mike Jacobsen, APR Christine Marchuska, CAIA

+1-330 490-3796 +1 607 206-9212 michael.jacobsen@dieboldnixdorf.com christine.marchuska@dieboldnixdorf.com

FOR IMMEDIATE RELEASE:

Feb. 10, 2022

Diebold Nixdorf Names Octavio Marquez as President and Chief Executive Officer; Gerrard Schmid, After Leading Company Transformation, to Serve as Advisor

HUDSON, Ohio – Diebold Nixdorf (NYSE: DBD) today announced that the board of directors has appointed Octavio Marquez as the company’s president and chief executive officer effective March 11, 2022. Marquez will also join Diebold Nixdorf’s board. Current CEO Gerrard Schmid will remain a member of the board of directors until his current term expires at the 2022 Annual Shareholder Meeting and will serve as an advisor to the company to help ensure a seamless transition.

Marquez, current executive vice president of Global Banking, joined Diebold in January 2014 and has held multiple leadership roles during his time at the company. With responsibility for delivering 70% of the company’s revenues leading the company’s Global Banking teams, he works directly with customers to automate, digitize and transform the way people bank. Driving the company’s banking strategy globally, his leadership spans sales and solutions distribution, including Professional and Managed Services. Before joining the company, Marquez served as managing director for the Mexico operations for EMC, a global leader in IT management and cloud computing, and held several leadership roles at Hewlett Packard, including president of HP Mexico.

After forming a search committee and retaining a leading executive search firm to identify a visionary leader to succeed Gerrard Schmid, the company considered internal and external candidates.

Gary Greenfield, Diebold Nixdorf non-executive chairman of the board, said: “Diebold Nixdorf has made significant strategic and operational progress during Gerrard’s tenure as CEO. Under his leadership the company has grown profitability, gained market share through launching market-leading products, strengthened our leadership bench, entered new markets and

successfully executed on a broad-based cost and efficiency program. I want to thank Gerrard for his leadership and contributions to the company.

“Selecting the CEO and ensuring that appropriate leadership development and succession practices are in place are among the most important roles of a Board. Diebold Nixdorf has a strong leadership team, and the board has identified a leader that will help the company continue its trajectory as a world leader in enabling connected commerce. Octavio is a superb customer-oriented leader and has been integral in driving Diebold Nixdorf’s strategic, operational and financial progress. He is uniquely positioned to lead an exciting path ahead for Diebold Nixdorf.”

Marquez said: “I am honored to have the opportunity to lead Diebold Nixdorf as we see a growing need for automation and self-service in our retail and banking markets. I look forward to working with our talented team to continue innovation, driving profitable growth in areas like Retail, Electric Vehicle Services, Payments and Managed Services, while optimizing performance in our core business through a disciplined focus on cost management. I look forward to creating opportunities for our employees and generating value for our customers and shareholders.”

Schmid said: “I have been privileged to represent Diebold Nixdorf as CEO alongside the best team in the business. The company has made enormous progress, meeting the rapid and significant changes taking place in our industries. I am proud of all we have accomplished together through such a critical time of the company’s growth and development. The company is well positioned for future success, and I look forward to partnering with Octavio and the team to support his smooth transition into the CEO role.”

About Octavio Marquez

Marquez currently serves as the executive vice president, Global Banking, at Diebold Nixdorf. Previously, Marquez led the organization's Banking operations in the Americas, after heading the Latin American region for Diebold, Inc. when he joined the company in January 2014. Marquez’s leadership successfully repositioned the business, most notably in Brazil and Mexico for growth and the economic environment.

Before joining Diebold Nixdorf, Marquez served as managing director for the Mexico operations for EMC, a global leader in IT management and cloud computing. In this role, he developed transformational strategies that exceeded revenue and profitability goals while improving customer satisfaction. Marquez also held several leadership roles at Hewlett Packard in the areas of manufacturing, marketing, sales, and outsourcing. As president of HP Mexico, he transformed the company into the largest IT company in the market and in 2011 Frost & Sullivan named CEO of the Year in Mexico for the IT and telecommunications industry. He has also held several leadership positions with IBM and NCR.

Marquez holds a bachelor’s degree in business and finance from the Universidad Iberoamericana, in Mexico City and has certificate on Corporate Strategy from the

Massachusetts Institute of Technology as well as completing the Business Bridge Program at Dartmouth College.

About Diebold Nixdorf

Diebold Nixdorf, Incorporated (NYSE: DBD) is a world leader in enabling connected commerce. We automate, digitize and transform the way people bank and shop. As a partner to the majority of the world’s top 100 financial institutions and top 25 global retailers, our integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. The company has a presence in more than 100 countries with approximately 22,000 employees worldwide. Visitwww.DieboldNixdorf.com for more information.

Twitter:@DieboldNixdorf

LinkedIn:www.linkedin.com/company/diebold

Facebook:www.facebook.com/DieboldNixdorf

YouTube:www.youtube.com/dieboldnixdorf

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PR_22-4045

XML

Cover	Feb. 06, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 06, 2022
Entity Registrant Name	Diebold Nixdorf, Incorporated
Entity Address, State or Province	OH
Entity Address, Address Description	50 Executive Pkwy, PO Box 2520
Entity Address, City or Town	Hudson,
Entity Address, Postal Zip Code	44236
Entity File Number	1-4879
Entity Tax Identification Number	34-0183970
City Area Code	330
Local Phone Number	490-4000
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common shares, $1.25 per value per share
Trading Symbol	DBD
Security Exchange Name	NYSE
Entity Central Index Key	0000028823
Amendment Flag	false
Entity Incorporation, Date of Incorporation	OH