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. |
(e) On March 26, 2020, in light of the current business environment as impacted by the COVID-19 global pandemic, Michael D. Hayford, President and Chief Executive Officer of NCR Corporation, a Maryland corporation (“NCR” or the “Company”), and a member of its Board of Directors, and Frank R. Martire, the Company’s Executive Chairman and a member of its Board of Directors, each announced voluntary and temporary base salary reductions of 100%. Further, Owen J. Sullivan, the Company’s Chief Operating Officer, and Andre J. Fernandez, the Company’s Executive Vice President and Chief Financial Officer, will receive only 50% of their respective base salaries. In addition, the base salaries of all other members of the Company’s senior leadership team, as well as certain other salaried Company employees, were reduced temporarily by graduated amounts ranging from 20% to 5%. All of the foregoing reductions, which are part of a temporary salary reduction program by the Company, are effective in April, 2020, and are expected at this time to continue through the end of the Company’s fiscal year ending December 31, 2020.
Forward-Looking Statements
This current report on Form 8-K contains statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”), including statements containing the words “plans,” “will,” “anticipates,” “expects,” and “intends,” or similar expressions, as well as other words or expressions referencing future events, conditions or circumstances. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Act. Statements that describe or relate to NCR’s plans, goals, intentions, strategies, or financial outlook, and statements that do not relate to historical or current fact, are examples of forward-looking statements. Examples of forward-looking statements in this report include, without limitation, statements regarding actions relating to the COVID-19 global pandemic. These forward-looking statements are based on our current expectations and involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, and therefore, we cannot assure you that our plans, intentions, expectations or strategies will be attained or achieved. Such risks and uncertainties include, without limitation, the impact of the COVID-19 global pandemic on NCR’s workforce, operations and results; the impact of the March 2020 tornados in the greater Nashville area on an NCR Global Fulfillment Center in Mt. Juliet, Tennessee operated by a third party; the sufficiency and effectiveness of the Company’s or its third-party logistics partner’s business continuity plans, the adequacy of the Company’s property damage and business interruption insurance coverage and the Company’s ability to recover under the applicable policies; and the other factors and financial, operational and legal risks or uncertainties described in the Company’s filings with the SEC, including the Company’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. NCR does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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: March 30, 2020 |
By: |
/s/ James M. Bedore | ||||
| James M. Bedore | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||