0000028823False12/3100000288232023-02-062023-02-06
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 2,
2023
Diebold Nixdorf, Incorporated
(Exact name of registrant as specified in its charter)
__________________________________________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ohio |
|
1-4879 |
|
34-0183970 |
|
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
|
|
50 Executive Parkway, P.O. Box 2520 |
|
|
|
|
|
Hudson, |
Ohio |
|
|
|
44236 |
|
(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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
|
Common shares, $1.25 per value per share |
|
DBD |
|
New York Stock Exchange |
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.
On February 2, 2023, the Board of Directors (the “Board”) of
Diebold Nixdorf, Incorporated (the “Company”) increased the size of
the Board from 12 to 14 members and appointed Marjorie L. Bowen,
age 57, and Emanuel R. Pearlman, age 62, to the Board, effective
immediately, to fill the vacancies created by the increase. Ms.
Bowen’s and Mr. Pearlman’s terms will expire at the Company’s 2023
Annual Meeting of Shareholders. As of the date of this filing, the
Board has not determined the Committees on which Ms. Bowen or Mr.
Pearlman will serve and will file an amendment to this Form 8-K
within four business days after such determination has been
made.
Ms. Bowen and Mr. Pearlman’s compensation for service as directors
will be consistent with that of the Company’s non-employee
directors, as described the Company’s definitive proxy statement
filed with the Securities and Exchange Commission on March 24,
2022.
There are no related party transactions between the Company and
either of Ms. Bowen or Mr. Pearlman that would require disclosure
under Item 404(a) of Regulation S-K.
Ms. Bowen and Mr. Pearlman were each identified by the Company as
potential Board members in accordance with the requirements of the
Transaction Support Agreement dated October 20, 2022, as amended,
described in more detail in the Company’s Current Reports on Form
8-K dated October 20, 2022, November 29, 2022, and December 21,
2022 (as amended, the “TSA”). Pursuant to TSA, the Company intends
to nominate Ms. Bowen and Mr. Pearlman for election to the Board at
the Company’s 2023 Annual Meeting of Shareholders, to succeed two
persons who were members of the Board at the time of the execution
of the TSA. Accordingly, the Company intends to reduce the size of
the Board effective at 2023 Annual Meeting of
Shareholders.
Chief Executive Officer Octavio Marquez was elected Chair of the
Board of Directors, effective February 2, 2023. Mr. Gary Greenfield
will not stand for re-election as director at the Company’s 2023
Annual Meeting of Shareholders. Mr. Greenfield’s decision not to
stand for re-election is not the result of any disagreement between
Mr. Greenfield and the Company on any matter relating to the
operations, policies or practices of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On February 2, 2023, the Board resolved to amend the Amended and
Restated Code of Regulations of the Company (the “Regulations”),
effective immediately, to increase the size of the Board from not
more than thirteen (13) persons to not more than fourteen (14)
persons. Specifically, the first paragraph of Section 1 of Article
III of the Regulations is stricken in its entirety and replaced as
follows:
Section 1 - Number, Election and Term of Office
Except as otherwise expressly provided in the Articles of
Incorporation, the Board of Directors shall be composed of not more
than fourteen (14) persons nor less than five (5) persons unless
this number is changed by: (1) the shareholders in accordance with
the law of Ohio, or (2) the vote of the majority of the Directors
in office. Within the foregoing range, the Directors may, by vote
of a majority of the Directors in office, set the size of the
Board. Any Director’s office created by the Directors by reason of
an increase in their number may be filled by action of a majority
of the Directors in office.
Except as stated above, the Regulations are unchanged.
The foregoing is a summary of the material change introduced by the
new Regulations. A copy of the Regulations of the Company,
effective as of February 2, 2023, is included as Exhibit 3.1 of
this Current Report on Form 8-K and is incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.
On February 6, 2023, the Company issued a press release related to
the events described in Item 5.02. A copy of the press release is
attached hereto as Exhibit 99.1 and furnished
herewith.
Cautionary Note on Forward-Looking Statements
Statements included in this Form 8-K that are not historical facts,
including statements regarding the Company’s future performance and
operations, its strategic plans, and other related items, are
forward-looking statements. Forward-looking statements involve
risks and uncertainties including, but not limited to, those
detailed in risk factors and elsewhere in the Company's Annual
Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and
other filings with the U.S. Securities and Exchange Commission (the
“SEC”). Should one or more of the risks or uncertainties detailed
in the company’s filing with the SEC materialize, or should
underlying assumptions prove incorrect, actual outcomes may vary
materially from those forecasted or expected. The Company disclaims
any intention or obligation to update publicly or revise such
statements, whether because of new information, future events or
otherwise.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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 |
|
February 6, 2023 |
By: |
/s/ Jonathan B. Leiken |
|
|
Name: |
Jonathan B. Leiken |
|
|
Title: |
Executive Vice President, Chief Legal Officer and
Secretary |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diebold Nixdorf (NYSE:DBD)
Historical Stock Chart
From Aug 2023 to Sep 2023
Diebold Nixdorf (NYSE:DBD)
Historical Stock Chart
From Sep 2022 to Sep 2023
