UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) As previously disclosed, effective on April 20, 2021, Chinh E. Chu, whose term expired on the date of the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) of NCR Corporation (the “Company”) and did not stand for re-election at the 2021 Annual Meeting, retired from the Board of Directors of the Company.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its 2021 Annual Meeting on April 20, 2021. Record holders of NCR common stock, par value $0.01 per share, and Series A Convertible Preferred Stock, liquidation preference $1,000 per share, at the close of business on February 17, 2021, the record date for the 2021 Annual Meeting, were entitled to vote on each of the proposals considered at the 2021 Annual Meeting. The holders of shares of common stock and shares of Series A Convertible Preferred Stock voted together as a single class, with the holders of Series A Convertible Preferred Stock voting on an as-converted basis as described in the Proxy Statement. The final results for each of the matters submitted to a vote of NCR’s stockholders at the 2021 Annual Meeting are as follows:
| 1. | Election of Directors. Ten directors were elected to serve a term expiring at the Company’s 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualify by the votes set forth in the table below: |
| Nominee |
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | ||||
| Mark W. Begor | 89,148,796 | 18,462,538 | 239,388 | 10,452,506 | ||||
| Gregory Blank | 105,331,815 | 2,411,821 | 107,085 | 10,452,506 | ||||
| Catherine L. Burke | 104,707,754 | 3,043,438 | 99,530 | 10,452,506 | ||||
| Deborah A. Farrington | 104,537,519 | 3,084,289 | 228,914 | 10,452,506 | ||||
| Michael D. Hayford | 105,336,109 | 2,393,616 | 120,997 | 10,452,506 | ||||
| Georgette D. Kiser | 102,132,880 | 4,353,008 | 1,364,834 | 10,452,506 | ||||
| Kirk T. Larsen | 88,392,743 | 19,351,419 | 106,560 | 10,452,506 | ||||
| Frank R. Martire | 102,781,731 | 4,964,218 | 104,774 | 10,452,506 | ||||
| Martin Mucci | 107,372,853 | 218,031 | 259,838 | 10,452,506 | ||||
| Matthew A. Thompson | 87,382,425 | 20,360,346 | 107,952 | 10,452,506 |
| 2. | Non-Binding and Advisory Vote to Approve the Compensation of Named Executive Officers as Disclosed in the Proxy Statement. Executive compensation disclosed in the Company’s Proxy Statement was not approved, on a non-binding and advisory basis, by the votes set forth in the table below: |
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 16,996,803 | 90,685,830 | 168,089 | 10,452,506 |
| 3. | Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021 was ratified by the votes set forth in the table below: |
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 116,381,148 | 1,791,096 | 130,983 | 0 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NCR Corporation | ||||||
| Dated: April 23, 2021 | By: | /s/ James M. Bedore | ||||
| James M. Bedore | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||