UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 23, 2008
NCR CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 001-00395
| Maryland | 31-0387920 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1700 S. Patterson Blvd.
Dayton, Ohio 45479
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (937) 445-5000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On April 23, 2008, the Board of Directors (the “Board”) of NCR Corporation, a Maryland corporation (“NCR”), elected Richard Clemmer and Robert DeRodes each as a member of the Board. The Board designated Mr. Clemmer as a Class C director and Mr. DeRodes as a Class A director. Messrs. Clemmer and DeRodes will each stand for election at the NCR 2009 Annual Meeting of Stockholders. Mr. Clemmer will serve as a member of the Audit Committee and Mr. DeRodes will serve as a member of the Compensation and Human Resource Committee. There are no arrangements or understandings between Mr. Clemmer and any other person, or between Mr. DeRodes and any other person, pursuant to which either Messrs. Clemmer or DeRodes was selected as a director. There are no transactions involving Messrs. Clemmer or DeRodes that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of NCR’s press release announcing the election of Messrs. Clemmer and DeRodes is attached hereto as Exhibit 99.1 and hereby incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (c) | Exhibits |
The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. |
Description | |
| 99.1 | Press release dated April 29, 2008 |
SIGNATURE
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 29, 2008 | By: | /s/ Peter M. Lieb | ||
| Peter M. Lieb Senior Vice President, General Counsel and Secretary | ||||
Exhibit 99.1
 |
1700 South Patterson Boulevard Dayton, OH 45479
NEWS RELEASE |
For further information:
Robert (Kelly) Kramer
NCR Corporation
(770) 623-7215
kelly.kramer@ncr.com
For Release on April 29, 2008
Richard L. Clemmer and Robert P. DeRodes
Named to NCR Corporation Board of Directors
DAYTON, Ohio – The Board of Directors of NCR Corporation (NYSE: NCR) announced it has appointed Richard L. Clemmer and Robert P. DeRodes to the company’s board of directors.
“We are excited to have two executives of the caliber of Rick Clemmer and Bob DeRodes join our board of directors,” said Bill Nuti, NCR chairman and chief executive officer. “Both Bob and Rick bring a unique set of skills to the NCR board. Beyond their extensive operational experience, their backgrounds complement our board of directors with the addition of information technology, industry and financial experience.”
Clemmer is currently a senior advisor to Kohlberg Kravis Roberts & Co. and a member of the board of directors of i2 Technologies, Inc. He previously served as president and chief executive officer of Agere Systems Inc., where he led the strategic turnaround of that company and its 2007 merger with LSI Logic Corporation. Prior to that, he was chairman and president of Venture Capital Technology LLC, which is focused on investing in and consulting for technology companies, and a partner at Shelter Capital Partners, a private investment fund. Clemmer also served as Chief Financial Officer for the Semiconductor Group of Texas Instruments Incorporated.
DeRodes has served since 2002 as executive vice president and chief information officer for The Home Depot®, the world’s largest home improvement retailer. He previously served as president and chief executive officer of Delta Technology, Inc. and as chief information officer for Delta Air Lines, Inc. The recipient of numerous industry and professional achievement
awards, DeRodes has also held senior positions at Citibank and AMR, where he led the company’s SABRE Development Services organization.
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Clemmer, 54, holds a bachelor’s degree in business administration from Texas Tech University and a master’s degree in business administration from Southern Methodist University. DeRodes, 57, holds a bachelor’s degree in business administration from Saint Louis University and a master’s degree in business administration from the University of Texas.
About NCR Corporation
NCR Corporation (NYSE: NCR) is a global technology company leading how the world connects, interacts and transacts with business. NCR’s assisted- and self-service solutions and comprehensive support services address the needs of retail, financial, travel, healthcare, hospitality, gaming and public sector organizations in more than 100 countries. NCR (www.ncr.com) is headquartered in Dayton, Ohio.
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NCR is a trademark of NCR Corporation in the United States and other countries.
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