Diebold Nixdorf Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors to the Board of Directors to serve for one-year terms.

2. 2

   Ratification of Appointment of Our Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

   More detail

   The proposal asks shareholders to ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026. Management and the Audit Committee are seeking shareholder ratification as a standard corporate governance practice to confirm the committee’s choice; KPMG has served since 1965 and has no financial interest in the company. The proposal is routine and intended to maintain audit continuity; the Audit Committee has disclosed audit and non-audit fees and explained its pre-approval policy for permitted services to preserve auditor independence. The Board recommends a vote FOR because the committee believes KPMG is independent and qualified, and ratification avoids any potential disruption or need to reconsider auditor selection. If not ratified, the Audit Committee would revisit its choice, so a negative vote would prompt reconsideration but not immediate termination of KPMG’s services.

3. 3

   Say-on-Pay: Advisory Vote to Approve NEO Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal requests a non-binding advisory vote (Say-on-Pay) to approve the compensation paid to the named executive officers, as disclosed in the proxy statement. Management seeks shareholder endorsement to confirm that the Company’s executive pay programs — which emphasize pay-for-performance, a mix of annual incentives and long-term incentives with performance cash awards and RSUs, clawback policy, double-trigger CIC protections, and stock ownership guidelines — are aligned with shareholder interests. The People and Compensation Committee describes benchmarking, metrics used in 2025 (revenue, Non-GAAP Operating Profit, Levered Free Cash Flow), and long-term performance measures (Cumulative Adjusted EBITDA and Revenue for 2025-2027 performance cash awards). The Board recommends a FOR vote, noting high prior shareholder support (98.81% in 2025) and that the Committee will consider results of the advisory vote when setting future compensation. The advisory nature means the outcome is non-binding, but a negative vote would trigger engagement and potential changes to compensation policies.

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When is the Diebold Nixdorf Inc 2026 annual meeting?

Diebold Nixdorf Inc (DBD) holds its 2026 annual shareholder meeting on Friday, May 22, 2026.

What is the record date for the Diebold Nixdorf Inc 2026 meeting?

The record date for the Diebold Nixdorf Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Diebold Nixdorf Inc's 2026 meeting?

The board is presenting 8 director nominees at the Diebold Nixdorf Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Diebold Nixdorf Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Diebold Nixdorf Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.