Diebold Nixdorf, Incorporated (NYSE:DBD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(c) Appointment of Mattes as President>
Following the departure of Mr. Eckard Heidloff, the Board
reappointed Mr. Andreas Mattes as President of Diebold Nixdorf,
Incorporated (the Company) on and effective as of April 26, 2017.
In addition to serving as President of the Company, Mr. Mattes will
continue to serve in his present role as Chief Executive Officer.
reappointed Mr. Andreas Mattes as President of Diebold Nixdorf,
Incorporated (the Company) on and effective as of April 26, 2017.
In addition to serving as President of the Company, Mr. Mattes will
continue to serve in his present role as Chief Executive Officer.
Mr. Mattes, age 55, is currently the Chief Executive Officer of the
Company and has served in this capacity since 2013. Prior to
joining the Company, Mr. Mattes was the Senior Vice President,
Global Strategic Partnership at Violin Memory, a computer storage
systems company, from 2011 to 2013. Additionally, from 2008 to 2011
Mr. Mattes was the Senior Vice President and General Manager of
Enterprise Services for the Americas, at Hewlett-Packard Co.
Company and has served in this capacity since 2013. Prior to
joining the Company, Mr. Mattes was the Senior Vice President,
Global Strategic Partnership at Violin Memory, a computer storage
systems company, from 2011 to 2013. Additionally, from 2008 to 2011
Mr. Mattes was the Senior Vice President and General Manager of
Enterprise Services for the Americas, at Hewlett-Packard Co.
(e)> Adoption of 2017 Equity and Performance Incentive Plan
and Form of Award Agreements>
and Form of Award Agreements>
On April 26, 2017, the shareholders of the Company approved the
Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive
Plan (the 2017 Plan) at the Companys Annual Meeting of Shareholders
(the Annual Meeting). The Companys Board of Directors (the Board)
previously adopted the 2017 Plan based on the recommendation of the
Compensation Committee and subject to the approval of the
shareholders at the Annual Meeting.
Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive
Plan (the 2017 Plan) at the Companys Annual Meeting of Shareholders
(the Annual Meeting). The Companys Board of Directors (the Board)
previously adopted the 2017 Plan based on the recommendation of the
Compensation Committee and subject to the approval of the
shareholders at the Annual Meeting.
The 2017 Plan authorizes the Compensation Committee or other
committee designated by the Board to provide equity-based
compensation in the form of options, stock appreciation rights
(tandem and free-standing), restricted shares, restricted stock
units, performance shares, performance units, dividend equivalents
and other share-based awards for the purpose of providing officers
and other employees of the Company and its subsidiaries and the
Companys non-employee directors with incentives and rewards for
performance. The committee may select 2017 Plan participants and
determine the nature and amount of awards to be granted. Subject to
adjustment as provided in the 2017 Plan, the number of common
shares that may be issued or transferred under the 2017 Plan will
not exceed in the aggregate 4,941,117 shares. The 2017 Plan took
effect on April 26, 2017, and no awards may be granted under the
2017 Plan more than ten years from the date of shareholder
approval. This summary is qualified in its entirety by reference to
the terms of the 2017 as filed with the Companys definitive proxy
statement on Schedule 14A filed on March 13, 2017.
committee designated by the Board to provide equity-based
compensation in the form of options, stock appreciation rights
(tandem and free-standing), restricted shares, restricted stock
units, performance shares, performance units, dividend equivalents
and other share-based awards for the purpose of providing officers
and other employees of the Company and its subsidiaries and the
Companys non-employee directors with incentives and rewards for
performance. The committee may select 2017 Plan participants and
determine the nature and amount of awards to be granted. Subject to
adjustment as provided in the 2017 Plan, the number of common
shares that may be issued or transferred under the 2017 Plan will
not exceed in the aggregate 4,941,117 shares. The 2017 Plan took
effect on April 26, 2017, and no awards may be granted under the
2017 Plan more than ten years from the date of shareholder
approval. This summary is qualified in its entirety by reference to
the terms of the 2017 as filed with the Companys definitive proxy
statement on Schedule 14A filed on March 13, 2017.
The Compensation Committee of the Board has approved forms of award
agreements for use in granting non-qualified stock option,
restricted share, restricted stock unit and performance share,
performance unit, and stock appreciation right awards under the
2017 Plan. These forms were approved on April 25, 2017, subject to
shareholder approval of the 2017 Plan at the Annual Meeting, and
are filed with this report as Exhibits 10.1, 10.2, 10.3, 10.4,
10.5, 10.6, 10.7, and 10.8.
agreements for use in granting non-qualified stock option,
restricted share, restricted stock unit and performance share,
performance unit, and stock appreciation right awards under the
2017 Plan. These forms were approved on April 25, 2017, subject to
shareholder approval of the 2017 Plan at the Annual Meeting, and
are filed with this report as Exhibits 10.1, 10.2, 10.3, 10.4,
10.5, 10.6, 10.7, and 10.8.
(e) Performance-based Cash Incentive Award
On April 25, 2017, in order to align incentive compensation with
the Companys performance, the Compensation Committee of the Board
of Directors of the Company approved a one-time offer to certain
employees, including named executive officers Jrgen Wunram and
Eckard Heidloff, to replace employees outstanding Wincor Nixdorf
stock options with performance-based cash incentive awards (DN
Performance Awards).
the Companys performance, the Compensation Committee of the Board
of Directors of the Company approved a one-time offer to certain
employees, including named executive officers Jrgen Wunram and
Eckard Heidloff, to replace employees outstanding Wincor Nixdorf
stock options with performance-based cash incentive awards (DN
Performance Awards).
Prior to the Companys acquisition of Wincor Nixdorf, certain
employees had been granted options for Wincor Nixdorf shares as
part of their annual compensation, and these options remained
outstanding after the acquisition. The grant of the DN Performance
Awards was contingent on the employees agreement to cancel the
outstanding options.
employees had been granted options for Wincor Nixdorf shares as
part of their annual compensation, and these options remained
outstanding after the acquisition. The grant of the DN Performance
Awards was contingent on the employees agreement to cancel the
outstanding options.
The Wincor Nixdorf options subject to the above offer were those
vesting in March of 2018, 2019 and 2020 respectively. Each tranche
of stock options had a different vest date and a different in the
money value, and so each tranche was replaced with a DN Performance
Award that had the same measurement date (of 2018, 2019 or 2020,
for example). In addition, each award is structured to approximate
the original in-the money value of the cancelled options at target,
the option under water line at threshold, and a maximum at
approximately 155% of the DN stock price. The cash amount earned
will depend on the price of the Companys stock as of the
measurement date for each performance period. Dr. Wunram agreed to
cancel 208,271 Wincor Nixdorf options and received DN Performance
Awards with an aggregate target award value of $3,710,381. Mr.
Heidloff also agreed to cancel 291,579 Wincor Nixdorf options and
received DN Performance Awards with an aggregate target value of
$5,194,530.
vesting in March of 2018, 2019 and 2020 respectively. Each tranche
of stock options had a different vest date and a different in the
money value, and so each tranche was replaced with a DN Performance
Award that had the same measurement date (of 2018, 2019 or 2020,
for example). In addition, each award is structured to approximate
the original in-the money value of the cancelled options at target,
the option under water line at threshold, and a maximum at
approximately 155% of the DN stock price. The cash amount earned
will depend on the price of the Companys stock as of the
measurement date for each performance period. Dr. Wunram agreed to
cancel 208,271 Wincor Nixdorf options and received DN Performance
Awards with an aggregate target award value of $3,710,381. Mr.
Heidloff also agreed to cancel 291,579 Wincor Nixdorf options and
received DN Performance Awards with an aggregate target value of
$5,194,530.
The awards are granted under the Companys shareholder-approved
Annual Cash Bonus Plan and are effective as of May 1, 2017.
Annual Cash Bonus Plan and are effective as of May 1, 2017.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of Diebold Nixdorf,
Incorporated, held on April 26, 2017, the Company’s shareholders
(1) elected each of the Boards thirteen (13) 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
Companys independent registered public accounting firm for the year
2017; (3) approved, on an advisory basis, our named executive
officer compensation; (4) approved our Diebold Nixdorf,
Incorporated 2017 Equity and Performance Incentive Plan; (5)
approved an amendment to our Amended Articles of Incorporation (the
Articles) to implement a majority voting standard in uncontested
director elections; (6) approved an amendment to our Articles to
eliminate cumulative voting in director elections; and (7)
approved, on an advisory basis, a frequency of one year for the
shareholder advisory vote on named executive officer compensation.
These proposals are described in more detail in the Companys
definitive proxy statement on Schedule 14A filed March 13, 2017.
Incorporated, held on April 26, 2017, the Company’s shareholders
(1) elected each of the Boards thirteen (13) 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
Companys independent registered public accounting firm for the year
2017; (3) approved, on an advisory basis, our named executive
officer compensation; (4) approved our Diebold Nixdorf,
Incorporated 2017 Equity and Performance Incentive Plan; (5)
approved an amendment to our Amended Articles of Incorporation (the
Articles) to implement a majority voting standard in uncontested
director elections; (6) approved an amendment to our Articles to
eliminate cumulative voting in director elections; and (7)
approved, on an advisory basis, a frequency of one year for the
shareholder advisory vote on named executive officer compensation.
These proposals are described in more detail in the Companys
definitive proxy statement on Schedule 14A filed March 13, 2017.
Set forth below are the final voting results for each proposal:
Proposal No. 1: Election of thirteen (13) directors:
|
|
|
For
|
|
Withhold
|
|
Broker Non-Votes
|
|||
|
|
|
|
|
|
|
|
|||
|
Patrick W. Allender
|
|
61,923,688
|
|
569,704
|
|
7,298,962
|
|||
|
Phillip R. Cox
|
|
60,764,041
|
|
1,729,351
|
|
7,298,962
|
|||
|
Richard L. Crandall
|
|
60,689,987
|
|
1,803,405
|
|
7,298,962
|
|||
|
Dr. Alexander Dibelius
|
|
61,896,872
|
|
596,520
|
|
7,298,962
|
|||
|
Dr. Dieter Dsedau
|
|
60,814,953
|
|
1,678,439
|
|
7,298,962
|
|||
|
Gale S. Fitzgerald
|
|
60,247,005
|
|
2,246,387
|
|
7,298,962
|
|||
|
Gary G. Greenfield
|
|
61,927,967
|
|
565,425
|
|
7,298,962
|
|||
|
Andreas W. Mattes
|
|
61,856,801
|
|
636,591
|
|
7,298,962
|
|||
|
Robert S. Prather, Jr.
|
|
61,865,613
|
|
627,779
|
|
7,298,962
|
|||
|
Rajesh K. Soin
|
|
60,932,033
|
|
1,561,359
|
|
7,298,962
|
|||
|
Henry D.G. Wallace
|
|
61,662,194
|
|
831,198
|
|
7,298,962
|
|||
|
Alan J. Weber
|
|
60,808,066
|
|
1,685,326
|
|
7,298,962
|
|||
|
Dr. Jrgen Wunram
|
|
61,244,087
|
|
1,249,305
|
|
7,298,962
|
Proposal No. 2: Ratification of the appointment of KPMG LLP as the
Companys independent registered public accounting firm for the year
2017:
Companys independent registered public accounting firm for the year
2017:
|
For
|
|
Against
|
|
Abstain
|
|
68,336,479
|
|
1,294,013
|
|
162,398
|
Proposal No. 3: Approve, on an advisory basis, our named
executive officer compensation:
executive officer compensation:
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
59,581,366
|
|
2,621,301
|
|
291,261
|
|
7,298,962
|
Proposal 4: Approve the Diebold Nixdorf, Incorporated 2017 Equity
and Performance Incentive Plan:
and Performance Incentive Plan:
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
52,213,219
|
|
10,121,437
|
|
159,272
|
|
7,298,962
|
Proposal 5: Approve an amendment to the Amended Articles of
Incorporation to implement a majority voting standard in
uncontested director election:
Incorporation to implement a majority voting standard in
uncontested director election:
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
57,320,373
|
|
630,415
|
|
4,543,140
|
|
7,298,962
|
Proposal 6: Approve an amendment to our Articles to eliminate
cumulative voting in director elections:
cumulative voting in director elections:
|
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
55,186,331
|
|
7,164,490
|
|
143,107
|
|
7,298,962
|
Proposal 7: Approve, on an advisory basis, the frequency of the
shareholder advisory vote on named executive officer
compensation:
shareholder advisory vote on named executive officer
compensation:
|
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstain
|
|
Broker Non-Votes
|
|
55,601,506
|
|
170,795
|
|
6,507,027
|
|
214,600
|
|
7,298,962
|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report:
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Exhibit Number
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Description
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10.1
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Form of Non-Qualified Stock Option Agreement (2017 Plan)
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10.2
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Form of Restricted Share Agreement (2017 Plan)
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10.3
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|
Form of Restricted Stock Unit Agreement – Cliff Vest
(2017 Plan) |
|
10.4
|
|
Form of Restricted Stock Unit Agreement – Ratable Vest
(2017 Plan) |
|
10.5
|
|
Form of Restricted Stock Unit Agreement – Non-employee
Directors (2017 Plan) |
|
10.6
|
|
Form of Stock Appreciation Rights Agreement (2017 Plan)
|
|
10.7
|
|
Form of Performance Shares Agreement (2017 Plan)
|
|
10.8
|
|
Form of Performance Units Agreement (2017 Plan)
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About Diebold Nixdorf, Incorporated (NYSE:DBD)
Diebold Nixdorf Inc., formerly Diebold, Incorporated., is engaged in the business of financial self-service (FSS) and security solutions. The Company’s segments include North America (NA), Asia Pacific (AP), Europe, Middle East and Africa (EMEA), and Latin America (LA). It offers an integrated line of self-service solutions and technology, including automated teller machine (ATM) outsourcing, ATM security, deposit automation, recycling and payment terminals and software. It also offers functionality terminals supporting mobile card-less transactions and two-way video technology to support bank branch automation. It provides physical and electronic security systems, as well as provides total security systems solutions to financial, commercial, retail and other markets. The Company sells and services FSS and security systems around the globe, as well as elections, lottery and information technology solutions, through subsidiaries, joint ventures and independent distributors. Diebold Nixdorf, Incorporated (NYSE:DBD) Recent Trading Information
Diebold Nixdorf, Incorporated (NYSE:DBD) closed its last trading session down -0.45 at 28.20 with 610,348 shares trading hands.
