0000028823False00000288232023-04-272023-04-27

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 27, 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 5.07. Submission of Matters to a Vote of Security Holders

At the Diebold Nixdorf, Inc. (the “Company”) Annual Meeting of Shareholders held on April 27, 2023, the Company’s shareholders: (1) elected each of the Board’s seven (7) 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 2023; (3) approved, on an advisory basis, our named executive officer compensation; (4) recommended a frequency of “every year” for conducting a shareholder advisory vote on our named executive officer compensation; (5) approved an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the authorized common shares to 250,000,000; and (6) did not approve an amendment to the Company’s Amended and Restated Articles of Incorporation to eliminate supermajority voting requirements for matters requiring shareholder approval under the Ohio Revised Code. These proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed March 16, 2023.

Set forth below are the final voting results for each proposal:

Proposal 1: Election of each of the Board’s seven (7) nominees for director

Nominee
For
Against
Abstain
Broker Non-Vote
Arthur F. Anton
38,127,118  3,238,178  238,034  20,424,774 
William A. Borden
39,519,899  1,832,791  250,640  20,424,774 
Marjorie L. Bowen
39,507,619  1,765,529  330,181  20,424,774 
Matthew Goldfarb
38,328,797  3,013,878  260,654  20,424,774 
Octavio Marquez
39,715,370  1,682,334  205,626  20,424,774 
Emanuel R. Pearlman
39,394,165  1,937,542  271,623  20,424,774 
Kent M. Stahl
35,289,555  6,038,566  275,208  20,424,774 

Proposal 2: Ratification of Appointment of KPMG LLP

For
Against
Abstain
59,877,423  1,734,554  416,126 

Proposal 3: Advisory Approval of Named Executive Officer Compensation

For
Against
Abstain
Broker Non-Vote
33,891,857  5,980,589  1,730,883  20,424,774 

Proposal 4: Recommendation of the Frequency of the Shareholder Advisory Vote on Named Executive Officer Compensation

Every Year
Every Two Years
Every Three Years
Abstain
Broker Non-Vote
40,220,798  212,405  540,399  629,727  20,424,774 

At a meeting of the Board of Directors of the Company held on April 27, 2023, the directors confirmed that the shareholder advisory vote on the compensation of the Company’s named executive officers would be held every year, as recommended by the Company’s shareholders.

Proposal 5: Approval of an Amendment to the Company’s Amended and Restated Articles of Incorporation to Increase the Authorized Common Shares to 250,000,000

For
Against
Abstain
57,504,596  3,916,571  606,937 





Proposal 6: Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to eliminate supermajority voting requirements for matters requiring shareholder approval under the Ohio Revised Code.

For
Against
Abstain
Broker Non-Vote
39,336,791  1,960,226  306,313  20,424,774 





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 1, 2023 By: /s/ Jonathan B. Leiken
Name: Jonathan B. Leiken
Title: Executive Vice President, Chief Legal Officer and Secretary


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