NCR CORPORATION (NYSE:NCR) Files An 8-K Submission of Matters to a Vote of Security Holders

NCR CORPORATION (NYSE:NCR) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

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The Company held its 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) on April25, 2018. Record holders of NCR common stock, par value $0.01 per share, and/or Series A Convertible Preferred Stock, liquidation preference $1,000 per share, at the close of business on February26, 2018, the record date for the 2018 Annual Meeting, were entitled to vote at the 2018 Annual Meeting.

The holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class, voted on the election of six directors and on two proposals at the 2018 Annual Meeting. The holders of the Series A Convertible Preferred Stock, voting as a separate class, voted on the election of one director.

On the record date for the 2018 Annual Meeting, there were 118,571,130 shares of common stock issued and outstanding, and 821,805 shares of Series A Convertible Preferred Stock issued and outstanding, which shares of preferred stock were convertible into 27,390,760 shares of common stock. Of the votes entitled to be cast at the 2018 Annual Meeting, 103,075,623 shares of common stock and 542,685 shares of Series A Convertible Preferred Stock (entitled to cast the equivalent of 20,991,924 votes), or approximately 84.99% of the votes entitled to be cast at the 2018 Annual Meeting, were represented in person or by proxy.

The final results for each of the matters submitted to a vote of NCR’s stockholders at the 2018 Annual Meeting are as follows:

1. Election of Directors. Six directors were re-elected by the holders of NCR common stock and Series A Convertible Preferred Stock, voting together as a single class, to serve a term expiring at NCR’s 2019 Annual Meeting of Stockholders by the votes set forth in the table below:

Nominee

%Votes

For

VotesFor

VotesWithheld

BrokerNon-Votes

Richard L. Clemmer 99.24% 108,228,538 821,412 15,017,597
Robert P. DeRodes 99.23% 108,220,042 829,908 15,017,597
DeborahA.Farrington 99.37% 108,372,186 677,764 15,017,597
Kurt P. Kuehn 99.35% 108,342,665 707,285 15,017,597
William R. Nuti 93.90% 102,399,750 6,650,200 15,017,597
MatthewA.Thompson 99.43% 108,434,121 615,829 15,017,597
2. Advisory Vote to Approve Executive Compensation as Disclosed in the Proxy Statement. The holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class, approved, on an advisory basis, the executive compensation disclosed in the Company’s Proxy Statement by the votes set forth in the table below:

Votes For

%Votes

For

VotesAgainst

VotesAbstained

BrokerNon-Votes

105,125,699 96.40% 3,711,635 212,616 15,017,597
3. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLC as the Company’s independent registered public accounting firm for 2018 was ratified by the holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class, by the votes set forth in the table below:

Votes For

%Votes

For

VotesAgainst

VotesAbstained

BrokerNon-Votes

122,748,601 98.93% 1,202,839 116,107

As noted above, the holders of Series A Convertible Preferred Stock, voting as a separate class, voted on the election of one director at the 2018 Annual Meeting. The director was re-elected to serve a term expiring at NCR’s 2019 Annual Meeting of Stockholders and until his successor is duly elected and qualifies, by the votes set forth in the table below:

Nominee

%Votes

For

VotesFor

VotesWithheld

BrokerNon-Votes

Gregory R. Blank 50% 542,685


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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