DGAP Post-admission Duties announcement: Diebold Nixdorf, Incorporated /
Third country release according to Article 50 Para. 1, No. 2 of the WpHG
[the German Securities Trading Act]
Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG
[the German Securities Trading Act] with the objective of Europe-wide
distribution
2020-05-08 / 03:16
Dissemination of a Post-admission Duties announcement according to Article
50 Para. 1, No. 2 WpHG transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*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
jurisdicti (I.R.S.
on (Commission Employer
of
incorporat Identification
ion) File Number) 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:
*Name
of
each
exchan
ge on
which
*Title of each *Trading regist
class* Symbol* ered*
*New
York
Stock
*Common shares, $1.25 par value per Exchan
share* *DBD* ge*
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:_
*Broker
*For* *Against* *Abstain* Non-Vote*
Arthur 57,33
F. Anton 58,116,077 1,089,608 2 9,321,407
Bruce H. 57,96
Besanko 58,266,757 938,299 1 9,321,407
Reynolds 61,51
C. Bish 57,996,382 1,205,120 5 9,321,407
Ellen M. 52,97
Costello 58,178,742 1,031,305 0 9,321,407
Phillip 48,75
R. Cox 57,282,884 1,931,380 3 9,321,407
Dr.
Alexande
r 56,30
Dibelius 58,166,556 1,040,155 6 9,321,407
Matthew 61,60
Goldfarb 58,176,654 1,024,763 0 9,321,407
Gary G.
Greenfie 57,60
ld 58,206,276 999,138 3 9,321,407
Gerrard
B. 51,80
Schmid 58,197,828 1,013,389 0 9,321,407
Kent M. 58,75
Stahl 58,024,283 1,179,975 9 9,321,407
Lauren
C. 58,93
States 58,492,103 711,976 8 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*
112
67,555,7 ,10
91 917,301 8
_Proposal No. 3: Approve, on an
advisory basis, our named
executive officer compensation:_
*Broker
Non-Vot
*For* *Against* *Abstain* es*
234
51,951,0 ,73 9,321
25 7,078,034 4 ,407
_Proposal 4: Approve an amendment to the
Diebold Nixdorf, Incorporated 2017 Equity
and Performance Incentive Plan:_
*Broker
Non-Vot
*For* *Against* *Abstain* es*
198
53,119,6 ,79 9,321
98 5,945,296 9 ,407
*Item 9.01. Financial
Statements and Exhibits.*
(d)
Exhibits
.
*Exhibit
Number* *Description*
Diebold Nixdorf, Incorporated 2017
Equity and Performance Incentive
10.1 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
Senior Vice President,
Chief Legal Officer and
Title: Secretary
*EX 10.1*
*DIEBOLD NIXDORF, INCORPORATED*
*2017 EQUITY AND PERFORMANCE INCENTIVE PLAN*
*AMENDED MAY 1, 2020*
ARTICLE I
ESTABLISHMENT AND PURPOSE
1.1 Purpose. The purpose of this Equity and Performance Incentive Plan (this
'Plan') is to attract and retain directors, officers and employees for
Diebold Nixdorf, Incorporated (the 'Company') and its Subsidiaries and to
provide to such persons incentives and rewards for performance.
1.2 Participation. Persons eligible to participate in this Plan include
Employees and Directors. Subject to the provisions of this Plan, the
Committee may from time to time select those Employees and Directors to whom
Awards shall be granted and shall determine the nature and amount of those
Awards. No Employee or Director shall have the right to be granted an Award.
(MORE TO FOLLOW) Dow Jones Newswires
May 07, 2020 21:16 ET (01:16 GMT)
