DBD Diebold Nixdorf Incorporated

Important Notice Regarding the Availability of Proxy Materials for the

2023 Annual Meeting of Shareholders to be held on April 27, 2023.

This Proxy Statement, along with our Annual Report on Form 10-K for the year ended December 31, 2022,

are available free of charge at www.proxydocs.com/DBD (you will need to reference the control number

found on your proxy card or Notice of Internet Availability of Proxy Materials to vote).

Please help us ensure a quorum at the 2023 Annual Meeting of Shareholders by voting online at www.proxypush.com/DBD

or, if you received a paper copy of the proxy materials, by filling in, signing and dating the

enclosed proxy and promptly mailing it in the return envelope.

The 2023 Annual Meeting of Shareholders will be accessible through the Internet. We have adopted a virtual format to make participation accessible for shareholders from any geographic location with Internet connectivity. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings while further enhancing the online experience available to all shareholders regardless of their location. The accompanying proxy materials include instructions on how to participate in the meeting and how you may vote your common shares.

You are entitled to participate in the 2023 Annual Meeting of Shareholders if you were a shareholder as of the close of business on February 28, 2023, the record date, or hold a valid proxy for the meeting. To attend the 2023 Annual Meeting of Shareholders, you must register at www.proxydocs.com/DBD. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access. As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the

registration process. This year’s shareholder question and answer session will include questions submitted in advance of the 2023 Annual Meeting of Shareholders. You may submit a question in advance of the meeting at www.proxydocs.com/DBD after logging in with your control number. We will post questions and answers if applicable to our business on our Investor Relations website after the meeting.

We encourage you to access the 2023 Annual Meeting of Shareholders before it begins. Online check-in will start shortly before the meeting on April 27, 2023. We will have technicians ready to assist you with any technical difficulties you may have accessing the 2023 Annual Meeting of Shareholders. If you encounter any difficulties accessing the virtual platform, including any difficulties voting, you may call the technical support number that will be included in your instructional email.

We hope you can attend the 2023 Annual Meeting of Shareholders, but if not, your vote and your feedback is still important. In either case, we encourage you to carefully review this proxy statement and provide your vote in advance of the meeting by phone, online at www.proxydocs.com/DBD, or by returning your completed proxy card to us.

Proposals 2 and 5 are considered routine matters on which your brokerage firm will vote without your instructions. Accordingly, there should be no broker non-votes with respect to Proposals 2 and 5. Broker non-votes will: (i) not be considered votes cast with respect to Proposals 1, 3 and 4, and therefore will have no effect on their outcome and (ii) will have the same effect as a vote against Proposal 6.

Our Board is committed to strong corporate governance principles and practices to ensure that the Board most effectively and efficiently serves in its oversight obligations.

This section provides an overview of the organization of the Board, its committees, responsibilities and other related topics and initiatives.

During 2022, our Board maintained separate Chief Executive Officer and Board Chair roles. Mr. Gary Greenfield served as the Board’s non-executive Chair. In February 2023, the Company announced that Octavio Marquez, the Company’s President and Chief Executive Officer, had been elected Chair of the Board by the Board’s independent members. The Board determined that combining the roles of Chief Executive Officer, president and chairman under one leader would enhance the alignment between the Company’s ongoing strategic and operational matters, including focus on deleveraging and evaluating strategic opportunities to deliver value to shareholders.

To ensure continued strong, independent Board leadership, oversight, and engagement, the Board determined that

Mr. Arthur Anton would serve as the Board’s Lead Independent Director. The Lead Independent Director is selected from among the Board’s independent directors and the role’s duties include, among others, presiding at all meetings of the Board at which the Chair is not present, presiding over executive sessions of the independent directors, and providing direction on agendas, schedules, and materials for Board meetings.

The Board does not have a specific policy with respect to separating or combining the roles of Chair and Chief Executive Officer, or any requirement that the Chair be an executive or non-executive director. Accordingly, the Board will continue to periodically assess our leadership structure in light of corporate governance standards, market practices and our specific circumstances and needs.

The Board Governance Committee leads the Board and director assessment program, as noted below in “Board Committees and Composition.” As in prior years, the assessment program includes a full board self-assessment, committee assessments, a Board Chair assessment and individual director assessments, as well as extensive live question and answer sessions. The full board self-assessment includes comprehensive questions designed to provide an all-inclusive evaluation of the performance of the Board in light of our needs and strategies.

The committee, Board Chair, and individual director assessments are more specifically tailored. When taken

together, the assessment program provides a holistic review of the role, performance and function of the full Board, the Chair and each director in relation to the Company’s needs, challenges and opportunities. The assessment results are shared with our Chair, and applicable directors, committee members, and the full Board as appropriate, and action plans are prepared and executed as necessary. Our Board and director assessments have helped to inform our director recruiting efforts and to target skills that will assist the Board in the future.

The Board held five regular meetings and four special meetings during 2022. The Board felt it was important to conduct in person meetings and did so four times during the year. All of our directors attended 75% or more of the aggregate of all meetings of the Board and the Board committees on which they served in 2022 during the time they served on the Board or such Board committees.

In accordance with the NYSE’s corporate governance standards, our independent directors regularly meet in executive session without management present, generally following each regularly scheduled Board meeting. In addition,

on occasion, our independent directors will meet in executive session prior to the start of or following a Board meeting. Arthur Anton, our Lead Independent Director, presides over these meetings in executive session. The executive sessions of each Board committee are overseen by the respective committee chair. While we do not have a formal policy regarding directors’ attendance at the Annual Meeting of Shareholders, it is expected that all directors attend the Annual Meeting of Shareholders unless there are extenuating circumstances for non-attendance. All directors standing for re-election who were serving as directors as of the 2022 Annual Meeting of Shareholders attended that meeting.

The Board and its committees collectively play an active role in overseeing management of our risks and in helping establish an appropriate risk tolerance for the Company. The Board oversees our risk strategy and effectiveness; however, management is responsible for execution of our global Enterprise Risk Management (ERM) program, which identifies risks inherent in our business, as well as implementing and supervising day-to-day risk management. Our Board Governance Committee oversees and provides input regarding the general operation of the ERM program. In addition to discussion of the overall ERM program with the full Board, the Board and the appropriate committees receive regular reports from our senior management on areas of material risk to us, including operational, financial, strategic, compliance, cybersecurity, competitive, reputational, and legal and regulatory risks. The Board also meets with senior management as part of each Board meeting, and more frequently as needed, to discuss strategic planning, including the key risks inherent in our short- and long-term strategies. Senior management then provides the Board with periodic updates throughout the year with respect to these strategic initiatives and the impact and management of these key risks.

The Board and various levels of management participate in, and thereafter discuss, an annual survey of risks to provide guidance and input regarding the appropriate level of risk appetite for the various risks faced by the Company. In addition, each Board committee is responsible for evaluating certain risks within its area of responsibility and overseeing the management of such risks. The entire Board is then

informed about such risks and management’s response to each risk through regular committee reports delivered by the committee chairs. Our People and Compensation Committee performs an annual compensation risk assessment, and we believe that our compensation practices are not reasonably likely to have a material adverse effect on the Company.

We also have robust internal dialogue among our operations, information security, technology, finance, compliance, treasury, tax, legal and internal audit departments, among others, whenever a potential risk arises, and include such risks in our tracking of enterprise risks as part of the Company’s ERM program. These discussions are escalated to our President and Chief Executive Officer, Chief Financial Officer, Corporate Controller, Chief Legal Officer, Chief Ethics and Compliance Officer, Chief People Officer, and/or Chief Information Security Officer, Vice President, Internal Audit and other Vice Presidents of our various divisions and regions, as appropriate, with open lines of communication among them, the various committees of the Board and the entire Board.

We believe that the Board’s approach and continued evaluation of its risk oversight, as described above, enhances its ability to assess the various risks, make informed cost-benefit decisions, and approach emerging risks in a proactive manner for the Company. We also believe that our Board leadership structure complements our risk management structure because it allows our independent directors to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls.

Copies of the following documents, among others, are available on our investor relations website (investors.dieboldnixdorf.com) in the Governance section under the Policies and Charters tab:

Information on our website is not, and will not be deemed to be, a part of or incorporated into this Proxy Statement.

For a discussion of our Insider Trading Policy, which prohibits hedging or pledging of our shares by our directors, officers and employees, see “Compensation Discussion and Analysis—Insider Trading Policy” below.

The Board determined that each of Arthur F. Anton, Bruce H. Besanko, Reynolds C. Bish, William A. Borden, Marjorie L. Bowen, Ellen M. Costello, Phillip R. Cox, Dr. Alexander Dibelius, Gary G. Greenfield, Matthew Goldfarb, Emanuel R. Pearlman, Kent M. Stahl and Lauren C. States has no material relationship with the Company and is independent under our director independence standards, the NYSE director independence standards, and the SEC independence requirements, as applicable and as currently in effect. Octavio Marquez does not meet these independence standards because he is employed by us as our President and CEO in addition to his role as Chair of the Board.

In making the independence determinations, the Board considered the following business, professional or familial relationships and determined, in each instance, that the relationship was not material or did not impair the independence of the respective directors:

Pursuant to our director independence standards, discussed above, and our Corporate Governance Guidelines, discussed below in “Director Qualifications,” we do not engage in transactions with non-employee directors or their affiliates if a transaction would cause an independent director to no longer be deemed independent, would present the appearance of a conflict of interest or is otherwise prohibited by law, rule or regulation. This includes, directly or indirectly, any extension, maintenance or renewal of an extension of credit to any of our directors. This prohibition also includes significant business

dealings with directors or their affiliates, charitable contributions that would require disclosure in our proxy statement under the rules of the NYSE, and consulting contracts with, or other indirect forms of compensation to, a director. Any waiver of this policy may be made only by the Board and must be promptly disclosed to our shareholders.

In 2022, we did not engage in any related person transaction(s) requiring disclosure under Item 404 of Regulation S-K.

The Company’s Board of Directors provides a process for shareholders to send communications to the Board. Shareholders and interested parties may communicate with our Audit, Board Governance, and People and Compensation Committee Chairs by sending an email to the address provided in the applicable committee description above or with our non-employee directors as a group by sending an email to boardlogistics@dieboldnixdorf.com.

Communications may also be directed in writing to such person or group at Diebold Nixdorf, Incorporated, Attention:

Corporate Secretary, 50 Executive Pkwy, P.O. Box 2520, Hudson, Ohio 44236. The independent members of the Board have approved a process for handling communications we receive that are addressed to non-employee members of the Board. Under that process, the Corporate Secretary will review all such communications and determine whether communications require immediate attention. The Corporate Secretary will forward communications, or a summary of communications, to the appropriate director or directors.

Our directors, executive officers and employees are required to comply with the policies and protocols concerning business ethics and conduct provided in our Code of Business Ethics. The Code of Business Ethics ties our core values to the ethical principles that guide our business decisions. The Code of Business Ethics also provides clear information on the resources available for directors, executive officers and employees to ask questions and report unethical behavior. All directors have received training specific to the Code of Business Ethics.

The Code of Business Ethics applies to us, including all of our domestic and international affiliates and subsidiaries. The Code of Business Ethics describes certain responsibilities that our directors, executive officers and employees have to the Company, to each other and to our global partners and communities. It covers many topics, including compliance with laws, including the Foreign Corrupt Practices Act and relevant global anti-corruption laws, conflicts of interest, protection of intellectual property and competitive and confidential

information, as well as maintenance of a respectful and non-retaliatory workplace. The Code of Business Ethics also includes and links to our Conflicts of Interest Policy, which further details the requirements for our directors, officers and employees to avoid conflicts and disclose any potential conflicts, including conflicts that may result from related party transactions. In addition, our employees are required to report any conduct that they believe in good faith to be a violation of the Code of Business Ethics.

Our Audit Committee has procedures to receive, retain and evaluate complaints regarding accounting, internal financial controls or auditing matters, and to allow for the confidential and anonymous submission of concerns regarding questionable practices or potential violations of our policies, including the Code of Business Ethics.

The members of our People and Compensation Committee during the year ended December 31, 2022 were Ellen M. Costello, Phillip R. Cox, Dr. Alexander Dibelius and Matthew Goldfarb. No member of the People and Compensation Committee is currently, or during the year ended December 31, 2022 was formerly, an officer or employee of the Company or any of its subsidiaries or affiliates. During the year ended December 31, 2022, no member of the People and Compensation Committee had a relationship that is required

to be disclosed under Securities and Exchange Commission rules regarding related-party transactions. During the year ended December 31, 2022, none of the Company’s executive officers served on a board of directors or compensation committee (or a committee serving a similar function) of any entity that had one or more of its executive officers serving on the Company’s Board of Directors or the People and Compensation Committee.

All new directors participate in a director orientation program. The Board Governance Committee oversees this introduction and orientation process during which the new director meets with key senior management personnel and takes a tour through our facilities to improve his or her understanding of our business and global products and solutions. In addition,

the orientation program educates the new director on his or her obligations as a director, the history of the Company, our strategic plans, significant financial matters, core values, including ethics and compliance programs (and also including our Code of Business Ethics), corporate governance practices and other key policies and practices.

As a global company, we are committed to protecting the environment, caring for our people and the communities in which we live and work, and continually enhancing our governance to ensure best practices in all we do as an organization. We strive to advance solutions and practices that are sustainable, equitable and best in class as a corporate citizen. Our environmental, social and governance initiatives are among our highest priorities as a company.

Our ESG initiatives include the following categories:

We will be publishing our annual 2022 ESG Report later this year, which will include a comprehensive overview of our accomplishments for the year. We made good progress in advancing our goals regarding sustainability and diversity and inclusion in 2022, for example, we:

Planet (Environmental)

We proactively pursue sustainability initiatives by analyzing the global footprint of our operations and product lifecycles. Our Global Sustainability Policy and the Global Environmental, Health and Safety (EHS) Policy informs our company-wide environmental program. The program covers carbon emissions, water consumption, energy usage, recycling efforts, supply chain management, and sustainable products and solutions.

Together, our programs and policies allow us as an organization to create value in a sustainable way for our stakeholders.

In furtherance of the foregoing, we have defined the following Planet Key Performance Indicators:

People (Social)

We are committed to ensuring our employees have a safe workplace with a goal of having a zero injury, incident, and health impact workplace. Proactive management of issues relating to Environmental, Health & Safety (EHS) factors is a core component of our company strategy and corporate culture. We are also aware of our place in the global community and have an increased awareness on responsible resource consumption, which has a positive impact on waste generation and potential climate and environmental impacts and is a core component of our sustainability strategy and our commitment to be socially responsible to the communities in which we do business.

We take social responsibility in the local communities in which we operate very seriously. Supporting the communities in which we live and work has always been an important part of how we uphold our company values. Each year, our employees give back to their communities and support countless nonprofit organizations whose missions align with our values and whose work enhances the quality of life for people in need. DN provides a certain amount of paid-time off for its employees who perform volunteer activities. Additionally, in 2022 DN unveiled its DN ESG Impact Map which encourages its employees to volunteer in their local communities by providing them with information on volunteer opportunities in their community and provides DN employees with the ability to share their volunteer activities and invite others to participate. We also have two charitable giving groups: The Diebold Nixdorf Foundation and The Diebold Nixdorf Employee Charitable Fund. Our charitable giving philosophy requires that disbursements to non-profit organizations meet the following criteria:

The Diebold Nixdorf Foundation partners with non-profit organizations such as United Way and Habitat for Humanity on community projects to help those in need. In addition, as part of our commitment to help promote financial inclusion and literacy for underserved communities around the world, The Diebold Nixdorf Foundation extended and increased its previous commitment to the nonprofit organization Operation HOPE, Inc. in 2020. These efforts provide consumers that live

in rural locations or regions without the structures of a modern economy with access to and training regarding financial products and services. Together with Operation HOPE, we are working to create a world where no one is excluded from the global financial system.

We are also proud to be a founding member of the Consumer Choice in Payment Coalition (CCPC)—a group of businesses and consumer groups that have come together to advocate for consumer choice and for preserving the fundamental right of all consumers, including those in vulnerable, disadvantaged communities, to use cash to pay for goods and services in the marketplace.

At Diebold Nixdorf, we are also committed to a culture of diversity and inclusion where everyone is accepted, valued and encouraged to thrive. We are one global team, grounded in mutual trust and respect, and we are stronger together because of our differences.

DN’s CARE council continued its work through 2022 promoting its vision to have all employees feel appreciated, involved, heard, connected and supported, and have equal opportunity to succeed. We continue to drive our cultural evolution through our Diversity & Inclusion programs, employee resource groups, robust internal communications and performance management process.

As a global company, we support diverse customers in diverse markets with diverse needs. Diversity within our own company—whether cultural, gender, racial, or other—means we value the many different and varying perspectives and solutions that our people bring to the table—and we believe this can have a positive impact on how we innovate and how we grow. Respect for, and sensitivity toward, each employee’s individuality is central to our culture of diversity and inclusion, so that we are a desirable workplace for everyone. Inclusion of diverse talent is also important to our business strategy because it ensures we are able to meet the needs of the

diverse communities and customers we serve. Our Supplier Diversity and Inclusion Excellence Program also encourages our team members to seek out meaningful business opportunities with suppliers who share the same commitment to diversity.

Performance (Governance)

We are committed to conducting our business according to the highest governance and ethical standards. The foundation of our corporate governance principles and practices are built on integrity and accountability. Our Code of Business Ethics provides everyone at Diebold Nixdorf, from the Board of Directors across our leadership and our employee base, suppliers and partners with a guiding framework on how to conduct ourselves on a daily basis. At Diebold Nixdorf, we conduct our business and serve our customers as efficiently, creatively, and professionally as possible, according to the highest standards of ethics and transparency. Having a strong Code of Business Ethics enables us to provide reliable and consistent services to our customers in a fair and transparent manner, enhancing business sustainability and resiliency.

As described above, at the Board level, we follow best practices in corporate governance through our annual Board review and refreshment process to ensure that our Board has the requisite diversity and experience to guide our corporation. Our Board of Directors conducts a rigorous Board of Directors self-evaluation process including detailed analysis and discussion of ways to improve our Board activities to guide the corporation in the interests of shareholders and other stakeholders. Our Governance Committee receives updates from our executive leadership team and provides feedback on all aspects of our governance work including in the areas of enterprise risk management and sustainability. Our Board of Directors also regularly receives training and education in key areas of focus and risk including cybersecurity and shareholder rights.

Director compensation is determined by the Board at the recommendation of the Board Governance Committee. With respect to the Company’s non-employee directors, it is our goal to provide directors with fair and competitive compensation that also enhances their alignment with the interests of our shareholders.

The annual cash retainer received by our non-employee directors during 2022 remained the same as that paid in 2020 and 2021. Accordingly, during 2022, our non-employee directors received an annual cash retainer of $75,000 for their service as directors. Our non-executive Chairman of the Board received an additional annual cash retainer of $100,000.

In addition, each non-employee director may receive equity awards under our Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan (as amended), which we refer

to as the 2017 Plan. We aim to provide a balanced mix of cash and equity compensation to our directors that targets the directors’ total pay at the median of a peer group of companies in similar industries and of comparable size and revenue. This peer group is the same group used by our People and Compensation Committee for benchmarking executive compensation, which is discussed in more detail below in “Role of Peer Companies and Competitive Market Data” under “Compensation Discussion and Analysis.” As such, in 2022, the Company awarded RSUs to each non-employee director that approximated $122,166 in value at the time of grant. Each award provides for dividend equivalent payments in cash during the restricted period. We believe these awards strengthen the directors’ ties to shareholder interests by aligning their long-term economic interests and that these awards provide effective ways to help our directors build share ownership.

The varying fee amounts are intended to reflect differing levels of responsibility and meeting requirements. The fees for a director who joins or leaves the Board or assumes additional responsibilities during the year are pro-rated for his or her

period of actual service. A director may elect to defer receipt of all or a portion of his or her compensation pursuant to the Deferred Compensation Plan No. 2 for Directors, as amended.

The Board has adopted ownership guidelines to align with the practices of our peer group (discussed further below under “Role of Peer Companies and Competitive Market Data” under “Compensation Discussion and Analysis”). Each non-employee director is expected to own common shares of the Company valued at least five times his or her annual cash retainer, and

the directors are not permitted to sell any vested shares prior to meeting this ownership level. We count the deferred shares held by the directors for purposes of these guidelines, which are intended to build share ownership among non-employee directors and ensure that their long-term economic interests are aligned with those of other shareholders.

The last few years reflect the ongoing efforts by our Board Governance Committee to identify talented nominees and directors that can share their skills and strategic vision with the Company. We are pleased to include two new nominees for director this year: Marjorie L. Bowen and Emanuel R. Pearlman, who have been serving as directors since February 2023. These new director nominees, together with Mr. Marquez who joined the Board in March 2022, Mr. Borden who joined the Board in November 2021 and Messrs. Anton, Goldfarb and Stahl who joined the Board at the 2019 Annual Meeting of Shareholders reflect our efforts to refresh, and include a diversity of thoughts, backgrounds, skills, experiences and expertise on our Board.

IDENTIFICATION AND EVALUATION OF DIRECTOR NOMINEES

The Board Governance Committee considers many methods for identifying and evaluating nominees for director, establishes plans for any anticipated vacancies, and regularly reviews the appropriate size of the Board. When vacancies arise or are anticipated, the Board Governance Committee considers potential candidates identified in a variety of ways. Candidates may come to the attention of the Board Governance Committee through current Board members, professional search firms, shareholders or other persons. We have also periodically engaged with shareholders for their input and views regarding our Board’s succession planning. This past year, the Company evaluated certain potential nominees for director who were identified pursuant to the terms of the Transaction Support Agreement, 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.

The Board Governance Committee also considers properly submitted shareholder nominations for candidates for the Board. Following verification that a shareholder’s candidates have been properly submitted in accordance with our Code of Regulations and applicable law, these recommendations are considered by the Board Governance Committee at regularly scheduled meetings.

In evaluating nominees for director, including the re-nomination of continuing directors, the Board Governance Committee considers many factors in order to maintain and strengthen the talent and capabilities of the Board and its committees, consistent with our Corporate Governance Guidelines and other criteria established by the Board. While the Board Governance Committee does not have a formal

diversity policy, its general goal is to create a well-balanced Board that combines broad business and industry experience with comprehensive diversity characteristics and professional viewpoints. Together, these considerations enable us to appropriately pursue our strategic objectives domestically and abroad.

Of particular interest in recent searches were individuals with global public company experience as executives responsible for technology operations in companies undergoing transformation with a digital emphasis, focusing on individuals with experience in industries which have gone through technology-driven business model change or conversions from non-cloud to cloud-based technology.

Qualifications for Board service have not otherwise been reduced to a checklist of specific standards or minimum qualifications, skills or qualities. Rather, the Board Governance Committee decides which nominees to recommend based on the facts and circumstances at the time. Applicable considerations for new nominees or for directors potentially standing for re-election include:

The full Board is responsible for the final approval of any nominee. In addition, the performance and contributions of

each incumbent director are assessed as part of the Board’s annual assessment program, as discussed above in “Board and Director Assessments.” The Board Governance Committee believes that each of our nominees for director satisfies the qualifications described above and brings valuable experience, skills and qualifications to the Board. Detailed information about the background, experience and qualifications for each of our director nominee’s is provided in Proposal 1: Election of Directors.

POLICY & PROCEDURE

The policy of the Board Governance Committee is to consider properly submitted shareholder nominations for candidates for membership on the Board as described above under “Identification and Evaluation of Director Nominees.” In evaluating shareholder nominations, the Board Governance Committee considers whether the nominee will contribute to the balance of knowledge, experience and capability of the Board and is able to satisfy the membership criteria set forth above.

The Board Governance Committee will consider any shareholder nominations for director that are properly proposed and meet the requirements set out in our Code of Regulations, which include but are not limited to:

Shareholder nominations should be addressed to Diebold Nixdorf, Incorporated, Attention: Corporate Secretary, 50 Executive Pkwy, P.O. Box 2520, Hudson, Ohio 44236. For important additional information related to proposal requirements, including requirements concerning the timing of shareholder nominations, see “Shareholder Proposals” below.

PROXY ACCESS

Our Code of Regulations provides for proxy access, which allows a shareholder, or a group of up to 20 shareholders in the aggregate, who or which has owned 3% or more of our outstanding common shares continuously for at least three years, to nominate director nominees constituting up to 20% of the number of directors in office or two nominees, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in our Code of Regulations. Nominees who are submitted by shareholders (or groups) meeting the proxy access requirements and who themselves meet the requirements specified in our Code of Regulations will be included in our proxy materials for consideration by our shareholders at the applicable shareholder meeting.

The Board maintains a majority voting policy, which provides that, in any uncontested election, a nominee for director who receives a greater number of votes “against” his or her election than votes “for” his or her election (which we refer to as a “majority vote against”) at a duly authorized shareholder meeting is expected to tender his or her resignation following certification of the shareholder vote. The Board Governance Committee will then consider the tendered resignation and make a recommendation to the Board whether to accept or reject the tendered resignation. The Board will act on the Board Governance Committee’s recommendation within 90 days following certification of the shareholder vote. Any director who tenders his or her resignation pursuant to this policy will not participate in the Board Governance Committee’s process for

determining a recommendation or any Board action regarding whether to accept or reject the tendered resignation.

However, if each member of the Board Governance Committee received a majority vote against in the same election, then the Board will appoint an ad-hoc committee, comprised solely of independent directors who did not receive a majority vote against at that election, to consider each tendered resignation offer and recommend to the Board whether to accept or reject each resignation. If all of the directors received a majority vote against in the same election, then the Board will appoint an ad-hoc committee comprised solely of independent directors to consider each tendered resignation offer and recommend to the Board whether to accept or reject each resignation.