Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Stockholder Feedback: Concerns about the use of one-time, special incentive plans.

Discontinued the use of special one-time and off-cycle incentive plans and awards

The Compensation and Human Resource Committee clarified that it does not expect to adopt any non-routine, special incentive plans for our named executives in the future absent extraordinary circumstances

Stockholder Feedback: Concerns that the 2020 Performance share RSU grants were issued at a relatively low stock price, and stockholders would like to see more risk associated with a grant of this nature.

Amended the outstanding 2020 Performance share RSU grants with the consent of our CEO, COO, and other named executives who received such awards by subjecting the RSUs to greater downside risk and extending by 12 months the vesting period during which the first tranche of these RSUs are subject to a risk of forfeiture

Extended the period over which stock price performance will be measured from 18 to 30 months, so any share gains must be sustained until then

Performance had been achieved at maximum at the time of the amendment and at the original performance measurement date (200% of the target awards would have been earned, as of both dates), so the amendment created meaningful downside risk and no additional upside opportunity (because the final earned award can range from 0% to 200% of the target units, and is capped at 200%)

Extended the vesting period for the first tranche by approximately 12 months, so any earned shares will vest in a single installment after 30 months, which meaningfully extends the period during which these RSUs remain subject to a risk of forfeiture

The calculation of the above percentages represents stockholder outreach throughout 2021 but is based on the number of outstanding Company shares as of December 31, 2021 and stock ownership reported in publicly available filings as of December 31, 2021 and so these percentages may include stockholder outreach to persons who held stock at the time of the outreach, but no longer held stock as of December 31, 2021.

Stockholder Feedback: Executive compensation program was not sufficiently aligned with stockholders’ interests and the Company’s performance

Increased the weight of performance-based RSUs for our named executives from 35% to 60% of total 2021 LTI Plan awards

For 2021 Annual Incentive Plan (AIP), required competitive financial performance and growth over 2020 performance – AIP EBITDA target (100% weight) set at 13% over 2020 results disclosed in our 2021 Proxy Statement

Ongoing Total Direct Executive Compensation for all named executives generally held flat in total and by component (i.e., salary, bonus target, and long-term incentive grant values)

Diversified the Annual Incentive Plan (AIP) metrics to include top and bottom line growth and ESG & NPS

Added an AIP Revenue metric, weighted 25%, to further drive the Company’s growth strategy

Reduced the weighting of AIP EBITDA from 80% to 55%, with target set at 10% over 2021 results

Changed Stakeholder Metrics (ESG & NPS) from a modifier to 20% independently weighted measures, in aggregate

Re-designed the Long-Term Incentive Plan

Increased the weighting of performance-based RSUs for named executives from 60% to 100% of total 2022 LTI awards

Added a Relative Total Shareholder Return (rTSR) metric with a three year performance period (in direct response to stockholder feedback – see #4 below for more detail)

Maintained the LTI EBITDA growth and LTI Recurring Revenue growth measures, each weighted 30%

Required competitive performance and growth over 2021 performance

LTI EBITDA target for 2022 set at 10% over 2021 results

LTI Recurring Revenue target for 2022 set at 8% over 2021 results

The Compensation and Human Resource Committee will continue to consider the appropriate balance of annual and long-term performance metrics to ensure that executive compensation is aligned with stockholders’ interests and the Company’s performance, including the use of different metrics between the AIP and LTIP

The Compensation and Human Resource Committee will also consider using three year cumulative performance periods for the LTIP to further differentiate the LTIP and AIP metrics.

Stockholder Feedback: Include relative total shareholder return as a performance metric in the Long-Term Incentive Plan

For 2022, as part of broader redesign of the Long-Term Incentive Plan, added a Relative Total Shareholder Return (rTSR) metric, weighted 40% (replacing performance share RSUs), with rigorous performance conditions, including:

Required above market performance for target and maximum awards

Three year cumulative performance period

Absolute governor: Capped awards at target unless absolute TSR ≥ 0%

Stockholder Feedback: Continue to evolve and disclose the use of ESG and NPS stakeholder metrics in annual incentive plan design

Added Stakeholder Metrics that are important to NCR as a modifier, which could increase or decrease the earned payout under the Annual Incentive Plan by +/- 20%

Used Net Promoter Score (NPS) as a measure of customer satisfaction to modify award by up to +/- 10%

Used ESG measures to modify award by up to +/- 10%, including among other initiatives:

establishing of a diverse supplier program

launching a key talent initiative and implementing a leadership development program

conducting numerous employee surveys to inform our ESG strategy

developing a baseline for measuring Employee NPS

Elevated Stakeholder Metrics to independent, stand-alone metrics with an aggregate 20% weighting, instead of a modifier

Used improvement in NPS with a 10% weighting

Used ESG measures with a 10% weighting, consisting of four qualitative and specific objective ESG goals covering DEI, Workforce & Talent, Information Security, and Environmental Sustainability:

Social – Sustainability Accounting Standards Board (SASB) disclosure

Social Workforce: Employee NPS

Data Privacy / Security – BitSight Score Performance

Environmental – Disclosure and targeted reduction of our Greenhouse Gas Emissions (net zero commitment by 2050 disclosed on April 12, 2022)

Stockholder Feedback: Questions raised about severance payments to employees who voluntarily resign

The Compensation and Human Resource Committee affirmed its expectation (which continues for 2022) that severance under our Executive Severance Plan will not be paid to named executives who voluntarily resign from Company service and no additional amounts will be paid under this Plan unless required to obtain additional covenants, transition services, or similar additional consideration determined to be proportionate and necessary and appropriate to protect the interests of the Company and our stockholders

The Compensation and Human Resource Committee confirmed as noted in our 2020 Proxy Statement that the separation of our former Chief Financial Officer qualified for severance under the terms of our Executive Severance Plan