UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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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 21, 2020, the following directors, whose terms expired on the date of the 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) of NCR Corporation (the “Company”) and did not stand for re-election at the 2020 Annual Meeting, retired from the Board of Directors of the Company: Richard L. Clemmer, Robert P. DeRodes, Kurt P. Kuehn and Linda Fayne Levinson.
(e) On April 21, 2020, stockholders approved, effective May 1, 2020, the First Amendment to the NCR Corporation 2017 Stock Incentive Plan. This amendment provides for an additional 12 million shares for issuance under the NCR Corporation 2017 Stock Incentive Plan. In addition, this amendment eliminates certain terms in the plan relating to the “performance-based compensation” requirements of Section 162(m) of the Federal Internal Revenue Code that were repealed in 2018. This amendment is further described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 12, 2020 (the “Proxy Statement”).
The foregoing description of the First Amendment to the NCR Corporation 2017 Stock Incentive Plan is qualified in its entirety by reference to a copy of such amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its 2020 Annual Meeting on April 21, 2020. 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, 2020, the record date for the 2020 Annual Meeting, were entitled to vote on each of the proposals considered at the 2020 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 2020 Annual Meeting are as follows:
| 1. | Election of Directors. Ten directors were re-elected to serve a term expiring at the Company’s 2021 Annual Meeting of Stockholders by the votes set forth in the table below: |
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Mark W. Begor |
113,093,999 |
558,875 |
12,401,933 | |||
| Gregory R. Blank |
112,804,094 |
848,780 |
12,401,933 | |||
| Catherine L. Burke |
112,732,874 |
920,000 |
12,401,933 | |||
| Chinh E. Chu |
104,142,102 |
9,510,772 |
12,401,933 | |||
| Deborah A. Farrington |
112,935,852 |
717,022 |
12,401,933 | |||
| Michael D. Hayford |
113,088,309 |
564,565 |
12,401,933 | |||
| Georgette D. Kiser |
112,608,823 |
1,044,051 |
12,401,933 | |||
| Kirk T. Larsen |
111,446,586 |
2,206,288 |
12,401,933 | |||
| Frank R. Martire |
110,610,744 |
3,042,130 |
12,401,933 | |||
| Matthew A. Thompson |
112,948,554 |
704,320 |
12,401,933 |
| 2. | Advisory Vote to Approve Compensation of Named Executive Officers as Disclosed in the Proxy Statement. Executive compensation disclosed in the Company’s Proxy Statement was approved, on an advisory basis, by the votes set forth in the table below: |
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 96,044,455 |
17,391,509 |
216,910 |
12,401,933 |
| 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 2020 was ratified by the votes set forth in the table below: |
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 118,752,680 |
7,161,641 |
140,486 |
0 |
| 4. | Proposal to Amend the NCR Corporation 2017 Stock Incentive Plan. The Amendment to the NCR Corporation 2017 Stock Incentive Plan was approved by the votes set forth in the table below: |
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 74,667,979 |
38,775,422 |
209,473 |
12,401,933 |
| 5. | Proposal to Amend and Restate the Charter of the Company to Eliminate the Supermajority Provisions Contemplated by the Company’s Charter and Make Certain Conforming Changes Thereto. The Amendment to the Company’s charter, which required the affirmative vote of holders representing eighty percent or more of the voting power of all shares of outstanding stock of the Company entitled to vote generally in the election of directors was not approved. A summary of the votes is set forth in the table below: |
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 111,854,641 |
1,647,558 |
150,675 |
12,401,933 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
The following documents are included as exhibits to this Current Report on Form 8-K:
| Exhibit |
Description | |||
| 10.1 |
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| 104 |
Cover Page Interactive Data File, formatted in iXBRL. | |||
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 24, 2020 |
By: |
/s/ James M. Bedore | ||||
| James M. Bedore | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||