Additional Proxy Soliciting Materials (definitive) (defa14a)

Vote By Internet:

Before The Meeting:

Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.

During The Meeting:

Go to www.virtualshareholdermeeting.com/DBD2020. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14A-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐		Definitive Proxy Statement

☒		Definitive Additional Materials

☐		Soliciting Material Pursuant to 240.14a-12



Diebold Nixdorf, Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)		Title of each class of securities to which transaction applies:



(2)		Aggregate number of securities to which transaction applies:



(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



(4)		Proposed maximum aggregate value of transaction:



(5)		Total fee paid:



☐		Fee paid previously with preliminary materials.

☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)		Amount Previously Paid:



(2)		Form, Schedule or Registration Statement No:



(3)		Filing Party:



(4)		Date Filed:

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 1, 2020.

Meeting Information

DIEBOLD NIXDORF, INCORPORATED

Meeting Type: Annual Meeting

For holders as of: March 2, 2020

Date: May 1, 2020 Time: 8:30 a.m. EDT

Location:

Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/DBD2020.

LOGO

The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/DBD2020 and be sure to have the information that is printed in the box marked by the arrow LOGO (located on the following page).

DIEBOLD NIXDORF, INCORPORATED

5995 MAYFAIR ROAD

P.O. BOX 3077

NORTH CANTON, OH 44720-8077

You are receiving this communication because you hold shares in the company named above.

LOGO

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials


				Proxy Materials Available to VIEW or RECEIVE:
				NOTICE AND PROXY STATEMENT ANNUAL REPORT
				How to View Online:
				Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
				How to Request and Receive a PAPER or E-MAIL Copy:
				If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
				1) BY INTERNET: www.proxyvote.com
				2) BY TELEPHONE: 1-800-579-1639
				3) BY E-MAIL*: sendmaterial@proxyvote.com
				* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
				Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 15, 2020 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods


Voting Items

The Board of Directors recommends you vote FOR

each of the following nominees:

1.	Election of Directors

Nominees:

1a.

Arthur F. Anton

1b.

Bruce H. Besanko

1c.

Reynolds C. Bish

1d.

Ellen M. Costello

1e.

Phillip R. Cox

1f.

Dr. Alexander Dibelius

1g.

Matthew Goldfarb

1h.

Gary G. Greenfield

1i.

Gerrard B. Schmid

1j.

Kent M. Stahl

1k.

Lauren C. States

The Board of Directors recommends you vote FOR proposals 2-4:

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2020

To approve, on an advisory basis, named executive officer compensation

To approve an amendment to the Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan

NOTE: The Common Shares represented by this proxy will be voted by the Proxy Committee, as recommended by the Board of Directors, unless otherwise specified.