UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
Check the appropriate box:
| ☐ | 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 |
NCR CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Beginning on March 25, 2022, NCR Corporation (the “Company”) sent the following email to representatives of certain of the Company’s stockholders:
Dear [Stockholder],
[Thank you for taking the time to speak with us and thank you for our dialogue over time – we want to continue our open communication.]
I am reaching out to inform you that we recently filed NCR’s 2022 proxy, available at the following link: DEF 14A (sec.gov). The agenda for our Annual Meeting includes the following:
| 1. | Election of eleven director nominees |
| 2. | Advisory Vote on the Compensation of the Named Executive Officers as described in the proxy materials |
| 3. | Ratification of the Appointment of Independent Registered Public Accounting Firm for the year ending December 31, 2022 |
| 4. | Stockholder proposal Regarding Stockholder Ratification of Termination Pay |
We would appreciate the opportunity to provide our perspective on these proposals and answer any questions you may have as you conduct your vote analysis. [If you’d prefer, we can make an independent director, including a member of the Compensation and Human Resource Committee of the Board, available for the discussion.]
Please let me know if the week of [April __] works for a call with you and your team and we would be happy to set up a meeting.
Best regards,
[NCR representative]