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 14, 2007

DIEBOLD, INCORPORATED
(Exact name of registrant as specified in its charter)

Ohio	1-4879	34-0183970
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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     

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(b)

On February 14, 2007, William F. Massy, a member of the Board of Directors of Diebold, Incorporated (the “Corporation”), notified the Corporation that he would be retiring pursuant to the Corporation’s director retirement policy as set forth in its Corporate Governance Guidelines, and would therefore not be standing for re-election at the Corporation’s 2007 Annual Meeting of Shareholders. John N. Lauer, the Corporation’s Non-executive Chairman of the Board, expressed the Board’s and the Corporation’s thanks to Mr. Massy for his dedicated and loyal service to the Corporation.

(e)

Annual Cash Bonus Plan:

On February 14, 2007, the Compensation Committee of the Board of Directors of the Corporation informed the Board that it had set the management objectives of the Corporation under the Corporation’s Annual Cash Bonus Plan for 2007, providing for the payout of cash bonus compensation to executive officers of the Corporation (including Named Executive Officers) in 2008 based on the attainment by the Corporation of certain target levels of earnings per share in 2007.

2007-2009 Performance Share Awards:

Additionally, on February 14, 2007, the Compensation Committee informed the Board that it had approved performance share awards to executive officers of the Corporation (including Named Executive Officers) under the 1991 Executive Performance and Incentive Plan (as Amended and Restated as of February 15, 2006). Payouts of these awards will also be tied to management objectives based upon a comparison of the Corporation’s relative total shareholder return during the performance period against the average total shareholder return of a peer group of companies and the average total shareholder return of the S&P MidCap 400 Index. The form of 2007-2009 Performance Share Agreement is substantially similar to the form of the 2004-2006 Performance Share Agreement, which was previously disclosed as Exhibit 10.5 to Form 8-K, filed February 16, 2005 with the Securities and Exchange Commission.

Item 8.01 Other Events.

On February 14, 2007, the Board of Directors approved an increase in the Corporation’s share repurchase program by authorizing the repurchase of up to an additional two million shares of the Corporation’s outstanding common stock. A copy of the Corporation’s press release announcing the increase is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
99.1	News Release of Diebold, Incorporated dated February 14, 2007.

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 thereunto duly authorized.

	DIEBOLD, INCORPORATED
Date:    February 21, 2007	By:	/s/ Michael R. Moore
		Michael R. Moore Vice President and Corporate Controller

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	News Release of Diebold, Incorporated dated February 14, 2007.

EX-99.1

Exhibit 99.1

Media contact:	Investor contact:
Mike Jacobsen	Jennifer Bako
+1 330 490 3796	+1 330 490 6318
jacobsm1@diebold.com	bakoj@diebold.com

FOR IMMEDIATE RELEASE:
February 14, 2007

DIEBOLD ANNOUNCES 54^th CONSECUTIVE ANNUAL DIVIDEND INCREASE
AND ADDITIONAL STOCK REPURCHASE

     NORTH CANTON, Ohio — The Board of Directors of Diebold, Incorporated (NYSE: DBD) today declared a first-quarter cash dividend of 23.5 cents per share on all common shares. The dividend is payable on Friday, March 9, to shareholders of record at the close of business on Monday, Feb. 26. The new cash dividend, which represents 94 cents per share on an annual basis, is an increase of 9.3 percent over the cash dividend paid in 2006 and marks the company’s 54th consecutive annual increase.

     In addition, the board authorized the company to repurchase up to 2 million common shares of its stock. Diebold plans to opportunistically repurchase these shares as a means of returning cash to its shareholders. This new authorization is in addition to the approximately 900,000 shares remaining under its most recent 4 million share authorization from December 2005.

     “During the past year, we have repurchased approximately 3.6 million shares of our common stock, and we will remain opportunistic buyers moving forward,” said Kevin J. Krakora, executive vice president and chief financial officer. “This new authorization represents continued confidence in our ability to execute on the key business initiatives necessary to achieve our long-term profitability goals.”

     Diebold may repurchase shares in open market purchases. Diebold may also implement all or part of the repurchases under a Rule 10b5-1 trading plan, so as to provide the flexibility to extend its share repurchases beyond quarterly purchasing windows. The timing and extent to which Diebold repurchases its shares will depend upon market conditions and other corporate considerations, and will be at Diebold’s sole discretion. Share repurchases may commence or be suspended at any time without prior notice.

     Diebold, Incorporated is a global leader in providing integrated self-service delivery and security systems and services. Diebold employs more than 15,000 associates with representation in nearly 90 countries worldwide and is headquartered in Canton, Ohio, USA. Diebold reported revenue of $2.9 billion in 2006 and is publicly traded on the New York Stock Exchange under the symbol ‘DBD.’ For more information, visit the company’s Web site at www.diebold.com.

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