Diebold Nixdorf, Incorporated (NYSE:DBD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.
On February 22, 2019, Diebold Nixdorf, Incorporated (the “Company”) entered into an agreement (the “Agreement”) with GAMCO Asset Management Inc. and its affiliates (“GAMCO”) relating to director nominations to the Company’s board of directors at the Company’s 2019 annual meeting of shareholders (the “2019 Annual Meeting”).
On November 13, 2018, GAMCO delivered notice (the “Notice”) to the Company of its intention to nominate three individuals for election as directors of the Company at the 2019 Annual Meeting. to the Agreement, the Company has agreed that it will nominate Arthur Anton and Matthew Goldfarb (the “Nominees”), two of the individuals identified in the Notice, for election as directors of the Company at the 2019 Annual Meeting, and GAMCO has withdrawn its nominations and the Notice and has agreed that it will vote all common shares of the Company that GAMCO is entitled to vote at the 2019 Annual Meeting in favor of the election of each of the Nominees and the other individuals to be nominated by the Company at the 2019 Annual Meeting.
The Agreement also provides, subject to certain exceptions, that the Nominees will be nominated to the Company’s board of directors at the Company’s 2020 annual meeting of shareholders, and from February 22, 2019 until the completion of the Company’s 2020 annual meeting of shareholders, (i) GAMCO will be entitled to select a new designee if either Nominee is unable to serve on the Company’s board of directors, (ii) GAMCO will be subject to customary standstill and non-disparagement restrictions, and (iii) GAMCO will vote all common shares of the Company that GAMCO is entitled to vote in favor of certain matters supported by the Company’s board of directors. A copy of the Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additional Information
The Company intends to file a proxy statement and other relevant documents with the U.S. Securities and Exchange Commission (the “SEC”) regarding the 2019 Annual Meeting. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information can also be found in the Company’s Annual Report on Form 10-K for the year ended Dec. 31, 2017, filed with the SEC on February 28, 2018. Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at www.dieboldnixdorf.com or by writing to the Company’s Corporate Secretary at 5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077.
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the 2019 Annual Meeting. Information concerning certain participants is set forth in the Company’s proxy statement for its 2018 annual meeting of shareholders, filed with the SEC on March 14, 2018 on Schedule 14A. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the 2019 Annual Meeting.
Item 9.01Exhibits.
(d)Exhibits.
DIEBOLD NIXDORF, Inc Exhibit
EX-10.1 2 exhibit101nominationandsta.htm EXHIBIT 10.1 Exhibit NOMINATION AND STANDSTILL AGREEMENTThis Nomination and Standstill Agreement dated February 22,…
To view the full exhibit click here
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.
