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.

On September 10, 2018, the Board of Directors (the “Board”) of Diebold Nixdorf, Incorporated (the “Company”) appointed Bruce H. Besanko, age 60, to the Board to replace Rajesh K. Soin, who resigned from the Board on September 9, 2018 to pursue other interests. There were no disagreements between Mr. Soin and the Company that caused or contributed to his decision.

Mr. Besanko’s term will expire at the Company’s 2019 Annual Meeting of Stockholders. He will serve on the Board’s Finance Committee.

Mr. Besanko is currently the Chief Financial Officer of Kohl’s Corporation, a national retailer. Prior to that, he spent four years with Supervalu, a national food retailer, in financial leadership roles from 2013 to 2017, including as Chief Operating Officer and Chief Financial Officer, as well as five years as Chief Financial Officer and Chief Administrative Officer for OfficeMax, Inc., an office supply retailer, from 2009 to 2013. In addition to his business experience, Mr. Besanko served 26 years in the U.S. Air Force where he rose to the rank of Lieutenant Colonel.

Mr. Besanko’s compensation for his service as a director will be consistent with that of the Company’s other directors who are not employees of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 14, 2018 under the caption “Compensation of Directors,” which portion of such proxy statement is incorporated herein by reference.

There are no arrangements or understandings between Mr. Besanko and any other persons to which Mr. Besanko was selected as a director. There have been no transactions involving the Company or any of its subsidiaries in which Mr. Besanko has or will have a direct or indirect material interest that are required to be disclosed by Item 404(a) of Regulation S-K.

Item 5.02. Regulation FD Disclosure.

On September 10, 2018, the Company issued a press release announcing Mr. Besanko’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and furnished herewith.

Item 5.02. Financial Statements and Exhibits

(d) Exhibits.

DIEBOLD NIXDORF, Inc Exhibit
EX-99.1 2 exhibit991-september102018.htm EXHIBIT 99.1 Exhibit Exhibit 99.1                                                                        Media Relations                        Investor RelationsMike Jacobsen,…
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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.