dbd-20260522
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): May 22, 2026
Diebold Nixdorf, Incorporated
(Exact name of registrant as specified in its charter)
_________________________________________________
| Delaware | 1-4879 | 34-0183970 | |||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
| 350 Orchard Avenue NE | |||||||||||||||||
| North Canton, | Ohio | 44720-2556 | |||||||||||||||
| (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 Stock, $0.01 par 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, Incorporated (the “Company”) Annual Meeting of Stockholders held on May 22, 2026, the Company’s stockholders: (1) elected each of the Board’s eight (8) 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 2026; and (3) approved, on an advisory basis, the Company’s named executive officer compensation. These proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed April 2, 2026.
Set forth below are the final voting results for each proposal:
Proposal 1: Election of each of the Board’s eight (8) nominees for director
Nominee | For | Against | Abstain | Broker Non-Vote | ||||||||||
Arthur F. Anton | 32,333,928 | 510,539 | 24,610 | 440,216 | ||||||||||
Patrick J. Byrne | 32,684,043 | 181,355 | 3,679 | 440,216 | ||||||||||
Matthew J. Espe | 32,347,049 | 497,575 | 24,453 | 440,216 | ||||||||||
Mark Gross | 30,877,221 | 1,967,403 | 24,453 | 440,216 | ||||||||||
Maura A. Markus | 32,862,306 | 3,979 | 2,792 | 440,216 | ||||||||||
Octavio Marquez | 32,857,277 | 9,133 | 2,667 | 440,216 | ||||||||||
David H. Naemura | 32,849,137 | 17,293 | 2,647 | 440,216 | ||||||||||
Dr. Colin J. Parris | 32,360,315 | 481,336 | 27,426 | 440,216 | ||||||||||
Proposal 2: Ratification of Appointment of KPMG LLP
For | Against | Abstain | ||||||
| 32,979,489 | 325,456 | 4,388 | ||||||
Proposal 3: Advisory Approval of Named Executive Officer Compensation
For | Against | Abstain | Broker Non-Vote | ||||||||
| 32,241,421 | 252,265 | 375,391 | 440,216 | ||||||||
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 | ||||||||||||||
| Date: | May 26, 2026 | By: | /s/ Elizabeth C. Radigan | |||||||||||
| Name: | Elizabeth C. Radigan | |||||||||||||
| Title: | Executive Vice President, Chief Administrative Officer and Secretary | |||||||||||||