Ncr Atleos Corp

1. 1

   Brink’s Share Issuance Proposal

   ManagementBoard: FOR

   Approve the issuance of Brink’s Common Stock to holders of NCR Atleos Common Stock pursuant to the Merger Agreement, including approval required under NYSE Listing Rule 312.03 because the issuance will exceed 20% of Brink’s outstanding shares.

   More detail

   This proposal asks Brink’s shareholders to authorize the issuance of up to approximately 11.6 million shares of Brink’s common stock as consideration in the Mergers with NCR Atleos, which would exceed NYSE’s 20% issuance threshold and therefore requires shareholder approval under Listing Rule 312.03. Management seeks this vote because the Merger Agreement contemplates share consideration and the exchange would dilute existing holders beyond the NYSE-specified threshold; without this approval the Mergers cannot be completed. The board’s recommendation, made unanimously, rests on its view that the Mergers and the share issuance are advisable and in the best interests of Brink’s and its shareholders, after consideration of strategic, financial, operational and regulatory factors and advice from financial and legal advisors. The filing includes fairness and solvency analyses provided to the board and references opinions from Morgan Stanley, which rendered a written fairness opinion. The proposal has material governance implications because it changes the company’s capital structure and may affect future control, voting power and earnings per share; the board discloses potential conflicts of interest and that certain directors and officers may continue in roles post-closing. The approval threshold is a simple majority of votes cast, and abstentions have no effect; broker non-votes are unlikely to be counted on this non-routine matter. The board frames the issuance as required to implement the agreed transaction and to capture the anticipated strategic and synergy benefits described elsewhere in the proxy/prospectus. Shareholders should weigh the board’s financial advisor analyses, the projected synergies and pro forma metrics against dilution, execution risk, regulatory approvals, and potential conflicts of interest disclosed in the proxy. Given the centrality of this approval to consummating the Mergers, management emphasizes that the transaction cannot close absent this shareholder authorization.

2. 2

   Brink’s Adjournment Proposal

   ManagementBoard: FOR

   Authorize discretionary adjournment of the Brink’s Special Meeting, if necessary, to solicit additional proxies or to allow timely mailing/receipt of any supplement or amendment to the joint proxy statement/prospectus.

   More detail

   This procedural proposal asks Brink’s shareholders to empower the meeting chair and proxies to adjourn the special meeting to another time or place if, immediately prior to adjournment, there is not a quorum, insufficient votes to approve the Share Issuance Proposal, or if additional time is necessary to mail or allow shareholders to review any supplement or amendment to the proxy/prospectus. Management seeks this authorization to preserve flexibility in the event that the vote on the material Share Issuance Proposal cannot be completed at the scheduled meeting, enabling additional solicitation of proxies or compliance with disclosure requirements without derailing the overall transaction timetable. The proposal does not itself affect the substantive approval of the Mergers; rather it is a standard housekeeping measure frequently included in merger-related special meetings to avoid having to reconvene without the ability to solicit additional votes. Brink’s Board unanimously recommends a vote FOR, noting it is not a condition to closing but a facilitative mechanism that helps ensure the meeting can be adjourned in an orderly manner if needed. A majority of votes cast is required to approve adjournment, and abstentions have no effect on the outcome. The board also discloses that the chairman has authority under the bylaws to adjourn and that the company expects to use this proposal only if necessary to secure a quorum or sufficient approvals. From a governance perspective, shareholders should understand that approval gives Brink’s discretion to extend voting timeframes within stated limits (e.g., not to move the meeting to a date less than five or more than ten days after the originally scheduled date without company consent in certain contexts). The proposal reduces the risk that a single shortfall in votes or a late-required disclosure supplement would prevent consummation of the Mergers, but it also gives management a tool to continue solicitation if initial shareholder support is borderline.

3. 3

   NCR Atleos Merger Proposal

   ManagementBoard: FOR

   Approve the Transactions contemplated by the Merger Agreement, including the Mergers (the NCR Atleos Merger Proposal).

   More detail

   This proposal asks NCR Atleos stockholders to approve the Merger Agreement and the Transactions, including the two-step merger structure that will result in NCR Atleos becoming a subsidiary of Brink’s and the exchange of consideration (cash plus Brink’s shares) described in the agreement. Management seeks this approval because, as a target party to the Merger Agreement, NCR Atleos cannot effectuate the Mergers without affirmative action by its stockholders; approval is a legal condition precedent to closing. The NCR Atleos Board, after consultations with management and advisors and receipt of a fairness opinion from J.P. Morgan, unanimously concluded the Transactions are advisable and recommended shareholder approval. The proxy discloses the consideration mechanics, treatment of equity awards and the absence of appraisal rights under Maryland law, and highlights potential conflicts of interest and the board’s review of strategic, operational and financial benefits and synergies. The proposal has material corporate governance and regulatory consequences—approval triggers delisting and deregistration steps, changes in control, and materially alters equity ownership and voting power in the combined company. The filing emphasizes that if stockholders do not approve this proposal the Mergers will not occur, so this vote is binding and dispositive for the transaction’s fate. Shareholders should assess the board’s financial analyses, synergies, fairness opinions, potential execution risk, the mix of cash and stock consideration, tax implications, and any disclosed conflicts of interest in evaluating the merits of the proposal. The board frames the vote as necessary for stockholder value realization through the strategic combination, while disclosing risks and uncertainties that could affect post‑transaction outcomes.

4. 4

   NCR Atleos Compensation Proposal (Advisory

   ManagementBoard: FOR

   Non-binding, advisory vote to approve Merger-related compensation arrangements for NCR Atleos’ named executive officers as disclosed in the proxy (Item 402(t) disclosure).

   More detail

   This advisory 'say-on-pay' proposal requests NCR Atleos stockholders to approve, on a non-binding basis, the Merger-related compensation arrangements for the company’s named executive officers as quantified and described in the proxy under Item 402(t). Management is asking for this advisory vote to provide shareholder feedback on compensation payments tied to the Mergers, consistent with SEC rules and market practice, although approval is not a condition to closing and is not legally binding on the company or acquiror. The NCR Atleos Board recommends FOR and has provided the detailed table and narrative disclosures quantifying potential payments and benefits; the proxy emphasizes that the compensation will be paid pursuant to the underlying agreements regardless of the advisory vote. Analysts and investors should consider the size and structure of severance, change-in-control, retention and other Merger-related payments relative to peer transactions and the anticipated rationale for such awards (e.g., retention of key talent, indemnification of employees for transaction-related impacts). The board’s recommendation signals its view that these compensation arrangements are reasonable and necessary to effectuate the transaction and maintain continuity; however, shareholders should weigh that view against governance norms on pay-for-performance and the potential cost to remaining shareholders. The advisory vote will inform the board and compensation committees about shareholder sentiment and may influence future compensation governance, disclosures and practices. Because the vote is separate from the Merger approval, shareholders can express dissent on compensation while supporting the transaction itself, which provides a governance channel for concerns without blocking the deal.

5. 5

   NCR Atleos Adjournment Proposal

   ManagementBoard: FOR

   Authorize discretionary adjournment of the NCR Atleos Special Meeting, if necessary, to solicit additional proxies or to ensure timely provision of any supplement or amendment to the joint proxy statement/prospectus.

   More detail

   This operational proposal requests NCR Atleos stockholders grant authority to adjourn the special meeting to a later date or time in order to solicit additional proxies or ensure shareholders receive and have time to review any supplemental disclosure; it is a contingency measure commonly used in merger proxy solicitations. Management is pursuing this authorization to reduce the risk that a lack of quorum or insufficient favorable votes would prevent the company from obtaining the required Merger approval at the scheduled meeting and to permit timely distribution of any legally required supplement or amendment to the proxy statement. The NCR Atleos Board recommends FOR and clarifies the adjournment vote is separate from and not a condition to the Merger vote; the chair and holders of proxies would be empowered to adjourn as needed. The proposal protects the company’s ability to continue solicitation in the event of borderline support and helps align timing with regulatory or disclosure developments, but it also provides management a mechanism to extend the solicitation period. Shareholders should note that approval criteria are a majority of votes cast and that abstentions have no effect; the bylaws and applicable law govern adjournment mechanics. From an investor-rights perspective, the proposal balances shareholder access to supplemental information against the potential for management to continue solicitation when initial support is weak. Evaluating the strategic rationale and disclosed benefits of the transaction in tandem with this procedural proposal helps investors judge whether management is appropriately preserving shareholder value while respecting governance norms.

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When is the Ncr Atleos Corp 2026 special meeting?

Ncr Atleos Corp (NATL) holds its 2026 special shareholder meeting on Tuesday, June 30, 2026.

What is the record date for the Ncr Atleos Corp 2026 meeting?

The record date for the Ncr Atleos Corp 2026 meeting is Monday, May 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ncr Atleos Corp's 2026 meeting?

The board is presenting 6 director nominees at the Ncr Atleos Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ncr Atleos Corp 2026 meeting?

Shareholders will vote on 5 proposals at the Ncr Atleos Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.