UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
NCR Corporation, a Maryland corporation (“NCR” or the “Company”), held its 2022 Annual Meeting of Stockholders on May 2, 2022 (the “2022 Annual Meeting”). 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 28, 2022, the record date for the 2022 Annual Meeting, were entitled to vote on each of the proposals considered at the 2022 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. Except with respect to the stockholder proposal regarding termination pay, for which the vote on such proposal (and only such proposal) was adjourned by the Chairman of the 2022 Annual Meeting as further described below, the final results for each of the matters submitted to a vote of NCR’s stockholders at the 2022 Annual Meeting are as follows:
| 1. | Election of Directors. Eleven directors were elected to serve a term expiring at the Company’s 2023 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 |
116,622,309 | 2,228,773 | 105,468 | 11,924,789 | ||||
| Gregory Blank |
117,646,497 | 1,203,017 | 107,036 | 11,924,789 | ||||
| Catherine L. Burke |
117,626,114 | 1,232,035 | 98,400 | 11,924,789 | ||||
| Deborah A. Farrington |
116,514,027 | 2,311,441 | 131,081 | 11,924,789 | ||||
| Michael D. Hayford |
118,090,622 | 755,229 | 110,698 | 11,924,789 | ||||
| Georgette D. Kiser |
116,837,534 | 2,019,923 | 99,092 | 11,924,789 | ||||
| Kirk T. Larsen |
116,873,916 | 1,972,141 | 110,493 | 11,924,789 | ||||
| Frank R. Martire |
117,141,656 | 1,701,650 | 117,634 | 11,924,789 | ||||
| Martin Mucci |
117,050,614 | 1,799,555 | 110,770 | 11,924,789 | ||||
| Laura J. Sen |
118,629,836 | 159,528 | 171,576 | 11,924,789 | ||||
| Glenn W. Welling |
118,348,169 | 497,680 | 115,090 | 11,924,789 |
| 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 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 | |||
| 112,130,499 |
6,658,276 | 172,165 | 11,924,789 |
| 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 the year ending December 31, 2022 was ratified by the votes set forth in the table below: |
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 128,862,778 |
2,019,260 | 85,777 | 0 |
With respect to the stockholder proposal regarding termination pay, the Company has actively engaged with stockholders. As previously disclosed, in connection with such engagement, which is ongoing, and after positive feedback from stockholders, the Company’s Board of Directors has adopted a cash severance policy. As previously described, the policy provides that the Company will not enter into any new employment agreement, severance agreement or separation agreement with any executive officer of the Company, or establish any new severance plan or policy covering any executive officer of the Company, in each case that provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus, without seeking stockholder ratification of such agreement, plan or policy. A copy of the adopted policy was previously filed as part of the Company’s Current Report on Form 8-K filed on May 4, 2022.
As previously disclosed, to allow additional time for the Company to engage with stockholders regarding the cash severance policy and for stockholders to consider the policy prior to voting on the stockholder proposal regarding termination pay at the 2022 Annual Meeting, the Chairman of the meeting determined, in his discretion, to adjourn the 2022 Annual Meeting with respect to this stockholder proposal (and only this proposal) until May 6, 2022 at 11:00 a.m. Eastern Time. The Company will include the results of the votes taken on this proposal at the reconvened meeting in an amendment to this Current Report on Form 8-K, or a new Current Report on Form 8-K, to be filed with the Securities and Exchange Commission within four business days after the vote on the proposal is concluded.
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: May 4, 2022 | By: | /s/ James M. Bedore | ||||
| James M. Bedore | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||