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 ☐
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Preliminary Proxy Statement | |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
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Definitive Proxy Statement | |
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Definitive Additional Materials | |
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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):
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No fee required. | |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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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): | |
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Fee paid previously with preliminary materials. | |
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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. | |
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 26, 2017.
| Meeting Information | ||||||||||||||
| DIEBOLD NIXDORF, INCORPORATED |
Meeting Type: Annual Meeting
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| For holders as of: February 27, 2017
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Date: April 26, 2017 Time: 11:30 AM EDT
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| Location: | Courtyard Marriott | |||||||||||||
| 4375 Metro Circle NW | ||||||||||||||
| North Canton, OH 44720 | ||||||||||||||
| 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. |
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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). |
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We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions.
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— Before You Vote —
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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| ANNUAL REPORT NOTICE & PROXY STATEMENT FORM OF PROXY |
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How to View Online:
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| Have the information that is printed in the box marked by the arrow
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How to Request and Receive a PAPER or E-MAIL Copy:
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| If you want to receive a paper or e-mail copy of these documents or the documents for future meetings, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
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| 1) BY INTERNET: www.proxyvote.com |
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| 2) BY TELEPHONE: 1-800-579-1639 |
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| 3) BY E-MAIL*: sendmaterial@proxyvote.com
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| * 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
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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 12, 2017 to facilitate timely delivery.
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(located on the following page) and visit: www.proxyvote.com. — How To Vote —
Please Choose One of the Following Voting Methods
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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. If you are planning to attend the meeting, directions to the meeting location are included on the back page of the Proxy Statement.
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| Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the
box marked by the arrow
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| Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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| Voting Items | ||||||||
| The Board of Directors recommends you vote FOR each of the following nominees: |
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1. Election of Directors |
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Nominees: |
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| 01) Patrick W. Allender |
08) Andreas W. Mattes |
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| 02) Phillip R. Cox |
09) Robert S. Prather, Jr. |
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| 03) Richard L. Crandall |
10) Rajesh K. Soin |
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| 04) Alexander Dibelius |
11) Henry D.G. Wallace |
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| 05) Dieter W. Düsedau |
12) Alan J. Weber |
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| 06) Gale S. Fitzgerald |
13) Jürgen Wunram |
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| 07) Gary G. Greenfield |
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The Board of Directors recommends you vote FOR proposals 2-6:
2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2017
3. To approve, on an advisory basis, named executive officer compensation
4. To approve the Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan
5. To approve an amendment to our Amended Articles of Incorporation to implement a majority voting standard in uncontested director elections
6. To approve an amendment to our Amended Articles of Incorporation to eliminate cumulative voting in director elections
The Board of Directors recommends you vote 1 YEAR on the following proposal:
7. To cast an advisory vote on the frequency of the shareholder advisory vote on named executive officer compensation | ||||||||
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