DEFA14A

0001193125-22-085142.txt : 20220325 0001193125-22-085142.hdr.sgml : 20220325 20220325160707 ACCESSION NUMBER: 0001193125-22-085142 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220325 DATE AS OF CHANGE: 20220325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCR CORP CENTRAL INDEX KEY: 0000070866 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 310387920 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00395 FILM NUMBER: 22771408 BUSINESS ADDRESS: STREET 1: 864 SPRING STREET NW CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 9374455000 MAIL ADDRESS: STREET 1: 864 SPRING STREET NW CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL CASH REGISTER CO DATE OF NAME CHANGE: 19740617 DEFA14A 1 d337784ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant ☒		Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

NCR CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

☒		No fee required.

☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:


☐		Fee paid previously with preliminary materials.

☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

Beginning on March 25, 2022, NCR Corporation (the “Company”) sent the following email to representatives of certain of the Company’s stockholders:

Dear [Stockholder],

[Thank you for taking the time to speak with us and thank you for our dialogue over time – we want to continue our open communication.]

I am reaching out to inform you that we recently filed NCR’s 2022 proxy, available at the following link: DEF 14A (sec.gov). The agenda for our Annual Meeting includes the following:

1.

Election of eleven director nominees

2.

Advisory Vote on the Compensation of the Named Executive Officers as described in the proxy materials

3.

Ratification of the Appointment of Independent Registered Public Accounting Firm for the year ending December 31, 2022

4.

Stockholder proposal Regarding Stockholder Ratification of Termination Pay

We would appreciate the opportunity to provide our perspective on these proposals and answer any questions you may have as you conduct your vote analysis. [If you’d prefer, we can make an independent director, including a member of the Compensation and Human Resource Committee of the Board, available for the discussion.]

Please let me know if the week of [April __] works for a call with you and your team and we would be happy to set up a meeting.

Best regards,

[NCR representative]