Diebold Nixdorf Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$DBD
Office Equipment/Supplies/Services
Miscellaneous
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): April 30, 2025
(Exact name of registrant as specified in its charter)
_________________________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant's telephone number, including area code: (330 ) 490-4000
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 5.07. Submission of Matters to a Vote of Security Holders | ||||||||
At the Diebold Nixdorf, Incorporated (the “Company”) Annual Meeting of Stockholders held on April 30, 2025, the Company’s stockholders: (1) elected each of the Board’s eight (8) 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 2025; and (3) approved, on an advisory basis, the Company’s named executive officer compensation. These proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed March 14, 2025.
Set forth below are the final voting results for each proposal:
Proposal 1: Election of each of the Board’s eight (8) nominees for director
Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||
Arthur F. Anton | 35,466,134 | 455,825 | 1,959 | 304,110 | ||||||||||
Patrick J. Byrne | 35,908,904 | 12,769 | 2,245 | 304,110 | ||||||||||
Matthew J. Espe | 35,458,899 | 463,060 | 1,959 | 304,110 | ||||||||||
Mark Gross | 35,002,401 | 891,987 | 29,530 | 304,110 | ||||||||||
Maura A. Markus | 35,918,977 | 2,696 | 2,245 | 304,110 | ||||||||||
Octavio Marquez | 35,920,714 | 1,329 | 1,875 | 304,110 | ||||||||||
David H. Naemura | 35,919,051 | 2,908 | 1,959 | 304,110 | ||||||||||
Dr. Colin J. Parris | 35,896,022 | 25,651 | 2,245 | 304,110 | ||||||||||
Proposal 2: Ratification of Appointment of KPMG LLP
For | Against | Abstain | ||||||
36,131,645 | 93,825 | 2,558 | ||||||
Proposal 3: Advisory Approval of Named Executive Officer Compensation
For | Against | Abstain | Broker Non-Vote | ||||||||
35,496,906 | 35,320 | 391,692 | 304,110 | ||||||||
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 | ||||||||||||||
| Date: | May [5], 2025 | By: | /s/ Elizabeth C. Radigan | |||||||||||
| Name: | Elizabeth C. Radigan | |||||||||||||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | |||||||||||||