NCR CORPORATION (NYSE:NCR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

NCR CORPORATION (NYSE:NCR) 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.

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On March22, 2018, NCR Corporation (“NCR” or the “Company”) announced that William R. Nuti, Chairman of the Board and Chief Executive Officer, will retire from NCR due to disability. NCR’s Board of Directors has been actively engaged in a process to recruit, evaluate and interview candidates to succeed Mr.Nuti, and his retirement will become effective once that process has been completed. Upon his retirement, Mr.Nuti will become Chairman Emeritus of the NCR Board of Directors, and NCR expects to retain Mr.Nuti on a part time basis as a consultant for transition and continuing advisory services.

In addition, Mark D. Benjamin, President and Chief Operating Officer, has notified NCR of his decision to resign from NCR, effective March21, 2018 (the “Separation Date”), to pursue another opportunity. In connection with Mr.Benjamin’s resignation, NCR and Mr.Benjamin entered into a letter agreement, dated March19, 2018 (the “Letter Agreement”), under which, among other things, he agreed to provide certain consulting and transitional services to the Company through April6, 2018. Mr.Benjamin also agreed to execute a general release of claims in favor of the Company and reaffirmed certain restrictive covenants pertaining to non-competition, non-solicitation, non-recruitment/hiring and non-disclosure. In exchange, Mr.Benjamin will be entitled to receive a lump sum cash payment of $1.5million, payable 30 days after the Separation Date.

Paul Langenbahn, currently NCR’s Executive Vice President, Global Software, has been appointed by NCR’s Board of Directors to serve as NCR’s Chief Operating Officer, effective as of the Separation Date. Mr.Langenbahn, 49, became NCR’s Executive Vice President, Global Software, in January 2017. From April 2014 to December 2016, Mr.Langenbahn served as Senior Vice President and President, Hospitality, and before that, following NCR’s acquisition of Radiant Systems, Inc. in 2011, he served as Vice President, Global Sales, Marketing and Services for NCR’s Hospitality division. Prior to joining NCR in 2011, Mr.Langenbahn was President of Radiant Systems’ Hospitality division, and he held various other leadership roles in sales, professional services, solution management and general management at Radiant Systems, where he was instrumental in the company’s development and growth. NCR expects that the Board of Directors will finalize changes to Mr.Langenbahn’s compensation resulting from this appointment at or prior to the Board’s next regularly scheduled meeting following the annual meeting of its stockholders on April25, 2018. Mr.Langenbahn does not have a direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K.

Item 5.02. Regulation FD Disclosure.

On March22, 2018, NCR issued a press release announcing the events described in Item 5.02 above, and that NCR was reaffirming its financial guidance for the first quarter and full year 2018. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished in this Item 5.02 shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 5.02. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Exhibit Description

99.1 Press release, dated March22, 2018.


NCR CORP Exhibit
EX-99.1 2 d556607dex991.htm EX-99.1 EX-99.1 Exhibit 99.1        NEWS RELEASE External Communications Press Release NCR Chairman and CEO Bill Nuti to Step Down for Health Reasons Paul Langenbahn Named COO,…
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About NCR CORPORATION (NYSE:NCR)

NCR Corporation is a technology company that provides products and services that enable businesses to connect, interact and transact with their customers. The Company operates through four segments: Financial Services, Retail Solutions, Hospitality and Emerging Industries. Its portfolio of self-service and assisted-service solutions serve customers in the financial services, retail, hospitality, travel and telecommunications and technology industries. Its offerings include software and hardware solutions for automated teller machines (ATMs) and bank branches, retail and hospitality point of sale applications and devices, and self-service kiosks and software applications. The Company also offers a portfolio of services to support both its and third party solutions. It also resells third-party networking products and provides related service offerings in the telecommunications and technology sectors. The Company provides self-service kiosks and related operating software.

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