DJ DGAP-CMS: Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
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)
1.3 Duration of the Plan. This Plan shall become effective on the date that
it is approved by the Company's shareholders (the 'Effective Date') and
shall remain in effect, subject to the right of the Board to terminate this
Plan at any time pursuant to Section 15.1, until all Shares subject to it
have been purchased or acquired. However, in no event shall any Award be
granted under this Plan on or after the tenth (10th) anniversary of the
Effective Date.
ARTICLE II
DEFINITIONS
As used in this Plan,
2.1 'Annual Meeting' means the annual meeting of shareholders of the
Company.
2.2 'Award' means any right granted under this Plan, including an Option, a
Stock Appreciation Right, a Restricted Share award, a Restricted Stock Unit
award, a Performance Share or a Performance Unit award, or an Other
Share-Based award.
2.3 'Award Agreement' means an agreement, certificate, resolution or other
type or form of writing or other evidence approved by the Committee which
sets forth the terms and conditions of an individual Award granted under
this Plan which may, in the discretion of the Company, be transmitted
electronically to the Participant. Each Award Agreement shall be subject to
the terms and conditions of this Plan.
2.4 'Board' means the Board of Directors of the Company.
2.5 'Business Combination' has the meaning provided in Section 2.6(c) of
this Plan.
2.6 'Change in Control' means the occurrence of any of the following:
(a) The acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a 'Person') of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of thirty percent (30%) or more of either: (A) the
then-outstanding shares of common stock of the Company (the 'Company Common
Stock') or (B) the combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the election of
Directors ('Voting Stock'); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a Change in
Control: (1) any acquisition directly from the Company, (2) any acquisition
by the Company, (3) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any Subsidiary, or (4) any
acquisition by any Person pursuant to a transaction which complies with
clauses (A), (B) and (C) of subsection (c) of this Section 2.6; or
(b) Individuals who, as of the date hereof, constitute the Board (as
modified by this subsection (b), the 'Incumbent Board'), cease for any
reason (other than death or disability) to constitute at least a majority of
the Board; provided, however, that any individual becoming a Director
subsequent to the date hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of at least a majority of
the Directors then comprising the Incumbent Board (either by a specific vote
or by approval of the proxy statement of the Company in which such person is
named as a nominee for Director, without objection to such nomination) shall
be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of Directors or other actual
or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
(c) Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the Company
(a 'Business Combination'), in each case, unless, following such Business
Combination, (A) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the Company Common Stock
and Voting Stock immediately prior to such Business Combination beneficially
own, directly or indirectly, more than fifty percent (50%) of, respectively,
the then-outstanding shares of common stock and the combined voting power of
the then-outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the entity resulting from such
Business Combination (including, without limitation, an entity which as a
result of such transaction owns the Company or all or substantially
*EX 10.1*
all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions relative to each other
as their ownership, immediately prior to such Business Combination, of the
Company Common Stock and Voting Stock, as the case may be, (B) no Person
(excluding any entity resulting from such Business Combination or any
employee benefit plan (or related trust) sponsored or maintained by the
Company or such entity resulting from such Business Combination)
beneficially owns, directly or indirectly, thirty percent (30%) or more of,
respectively, the then-outstanding shares of common stock of the entity
resulting from such Business Combination, or the combined voting power of
the then-outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business Combination and (C)
at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of
the action of the Board providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.
A 'Change in Control' will be deemed to occur (i) with respect to a Change
in Control pursuant to subsection (a) above, on the date that any Person
becomes the beneficial owner of thirty percent (30%) or more of either the
Company Common Stock or Voting Stock, (ii) with respect to a Change in
Control pursuant to subsection (b) above, on the date the members of the
Incumbent Board first cease for any reason (other than death or disability)
to constitute at least a majority of the Board, (iii) with respect to a
Change in Control pursuant to subsection (c) above, on the date the
applicable transaction closes and (iv) with respect to a Change in Control
pursuant to subsection (d) above, on the date of the shareholder approval.
Notwithstanding the foregoing provisions, a 'Change in Control' shall not be
deemed to have occurred for purposes of this Plan solely because of a change
in control of any Subsidiary by which the Participant may be employed.
2.7 'Code' means the Internal Revenue Code of 1986, as amended from time to
time.
2.8 'Committee' has the meaning provided in Section 14.1 of this Plan.
2.9 'Common Shares' means shares of common stock, $1.25 par value per share,
of the Company or any security into which such Common Shares may be changed
by reason of any transaction or event of the type referred to in Article XI
of this Plan.
2.10 'Company Common Stock' has the meaning provided in Section 2.6(a) of
this Plan.
2.11 'Date of Grant' means the date on which the Committee adopts a
resolution, or takes other appropriate action, expressly granting an Award
to a Participant that specifies the key terms and conditions of the Award
or, if a later date is set forth in such resolution, then such later date as
is set forth therein.
2.12 'Designated Subsidiary ' means a Subsidiary that is (i) not a
corporation or (ii) a corporation in which at the time the Company owns or
controls, directly or indirectly, less than eighty percent (80%) of the
total combined voting power represented by all classes of stock issued by
such corporation.
2.13 'Detrimental Activity' means any of the following:
(a) Engaging in any activity, as an employee, principal, agent or consultant
for another entity, and in a capacity, that directly competes with the
Company or any Subsidiary in any actual product, service, or business
activity (or in any product, service, or business activity which was under
active development while the Participant was employed by the Company if such
development is
being actively pursued by the Company during the one (1) year period
following the termination of the Participant's employment by the Company or
a Subsidiary) for which the Participant has had any direct responsibility
and direct involvement during the last two (2) years of his or her
employment with the Company or a Subsidiary, in any territory in which the
Company or a Subsidiary manufactures, sells, markets, services, or installs
such product or service or engages in such business activity.
(b) Soliciting any Employee to terminate his or her employment with the
Company or a Subsidiary.
(c) The disclosure to anyone outside of the Company or a Subsidiary, or the
use in other than the Company or a Subsidiary's business, without prior
written authorization from the Company, of any confidential, proprietary or
trade secret information or material relating to the business of the Company
and its Subsidiaries, acquired by the Participant during his or her
employment with the Company or its Subsidiaries or while acting as a
consultant for the Company or its Subsidiaries thereafter; provided,
however, that nothing in this Plan limits a Participant's ability to file a
charge or complaint or to communicate, including by providing documents or
other information without notice to the Company, with the Securities and
Exchange Commission or any other governmental agency or commission
('Government Agency') or limits a Participant's right to receive an award
for information provided to any Government Agency.
(d) The failure or refusal to disclose promptly and to assign to the Company
upon request all right, title and interest in any invention or idea,
patentable or not, made or conceived by the Participant during the
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