NCR Voyix Corp
For the period ended Apr 22, 2025. Filed Apr 22, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 22, 2025 · Filed Apr 22, 2025
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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 | x | Filed by a Party other than theRegistrant | o |
|---|
| Check the appropriate box: | |
|---|---|
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material Pursuant to §240.14a-12 |
NCR VOYIX CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2025 Annual Meeting of
Stockholders and Proxy Statement
Date Friday, June 6, 2025Time 9:30 a.m. Eastern Time Place Virtual Meeting via webcast at www.virtualshareholdermeeting.com/VYX2025
The Annual Meeting will be held in a virtual format only on the Internet. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/VYX2025. You will also be able to vote your shares electronically at the Annual Meeting. You will need the 16-digit control number found on your proxy card, the Notice, or the voting information form provided by your bank or broker to vote and ask questions during the meeting. For more information about our virtual meeting process, including how to access technical support, if necessary, please see the Questions Relating to this Proxy Statement and Virtual Annual Meeting section of this proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 6, 2025 This proxy statement and NCR Voyix’s 2024 Annual Report are available at www.proxydocs.com/VYX. Except to the extent specifically referenced herein, information contained or referenced on our website is not incorporated by reference into and does not form a part of the proxy statement. The Company’s 2024 Annual Report is not proxy soliciting material.
Notice of Annual Meeting of Stockholders of NCR Voyix Corporation
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of NCR Voyix Corporation, a Maryland corporation (“NCR Voyix” or the “Company”) will be held at 9:30 a.m. Eastern Time on Friday, June 6, 2025. The Annual Meeting will be a virtual meeting, which will be conducted via live webcast.
Purpose
The holders of shares of common stock, par value $0.01 per share (the “common stock”), and shares of Series A Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference $1,000 per share (the “Series A Convertible Preferred Stock”), of NCR Voyix will, voting together as a single class, with the holders of the Series A Convertible Preferred Stock voting on an as-converted basis, be asked to:
| 1 | Consider and vote upon the election of nine individuals to the Board of Directors (the “Board of Directors”) as described in these proxy materials, each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies; |
| 2 | Consider and vote on the approval, on a non-binding and advisory basis, of the compensation of the Named Executive Officers (Say on Pay), as described in these proxy materials; |
| 3 | Consider and vote upon the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 4 | Consider and vote upon any other business that may properly come before the meeting or any postponement or adjournment of the meeting. |
Other Important Information
Record holders of NCR Voyix common stock and Series A Convertible Preferred Stock at the close of business on March 18, 2025 may vote at the Annual Meeting.
Your shares cannot be voted unless you virtually attend the Annual Meeting via webcast or they are represented by proxy. Whether or not you plan to virtually attend the Annual Meeting you are encouraged to read the proxy statement and authorize a proxy to vote your shares as soon as possible to ensure that your shares are represented and voted at the Annual Meeting.
Copies of these proxy materials are available at SEC Filings | NCR Voyix Corporation andwww.virtualshareholdermeeting.com/VYX2025. You may also obtain these materials on the SEC website atwww.sec.gov or by contacting the Company’s Corporate Secretary at NCR Voyix Corporation 864 Spring Street NW, Atlanta, Georgia 30308-1007.
By order of the Board of Directors,
Kelli Sterrett
Executive Vice President, General Counsel and Secretary
April 22, 2025
April 22, 2025
Dear Fellow Stockholders,
On behalf of the Board of Directors and management team, I would like to thank you for your investment in NCR Voyix. Over the past year, NCR Voyix took significant actions to streamline its operations to focus on its core software and services offerings for restaurants and retailers, reduce its outstanding debt and strengthen its balance sheet, and align its operating costs to the simplified organization. Our priority is now executing on our financial and operational objectives to deliver value for both our customers and our stockholders.
New CEO and Executive Management Team
In February 2025, I succeeded David Wilkinson as our new President and Chief Executive Officer. We also recently refreshed our executive leadership team to guide the business going forward. We appointed Darren Wilson as Executive Vice President & President, Retail and Payments and Nick East as Chief Product Officer. Together, Darren and Nick have decades of experience both inside and outside our industry and will be instrumental in driving sustainable growth for our business.
Delivering on Our Commitments
As NCR Voyix’s newly appointed CEO, I have been traveling to meet with customers, strengthening our relationships and ensuring we are executing on product deployment and service expectations. Customer needs drive our investments in innovative proprietary software solutions, partner integrations, and our services offering. Since the spin-off of the ATM business, we have been acutely focused on developing and launching retail and restaurant technology, specifically investing in our platform, to meet the demands of our valued customers and the broader marketplace. We are also investing in our broad services offering to improve both remote and on-site support throughout the year to drive customer uptime and enhanced performance.
Similarly, I have been meeting with our employees, partners, and stockholders to understand their feedback regarding our business strategy. The combination of valuable input from all stakeholders will enable us to enhance our positioning as the leading global point-of-sale software provider and grow our customer base.
Advancing Our Strategy with Urgency, Accountability and Execution
We remain confident in our strategy to expand our customer portfolio and convert customers to the platform as we continue to drive operational efficiencies following the cost actions and debt paydown in 2024. Now with a renewed emphasis on urgency and accountability, we are better positioned to improve speed-to-market, expand market share, and execute our growth plans as a platform company. I look forward to building on our recent progress to meet the evolving needs of our valued customers and drive sustainable value for stockholders.
Sincerely,
James G. Kelly
President and Chief Executive Officer
Proxy Statement Summary
This proxy summary is intended to provide an overview of the information you can find elsewhere in this Proxy Statement. As this is only a summary, we encourage you to read the Proxy Statement in its entirety for more information about these topics before voting.
| Meeting Information | ||
| Time and Date | Place | Record Date |
| 9:30 a.m. Eastern TimeFriday, June 6, 2025 | Virtual Meeting via webcast at www.virtualshare holdermeeting.com/VYX2025 | March 18, 2025 |
The Annual Meeting will be held in a virtual format only on the Internet. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/VYX2025. You will also be able to vote your shares electronically at the Annual Meeting. You will need the 16-digit control number found on your proxy card, the Notice, or the voting information form provided by your bank or broker to vote and ask questions during the meeting. For more information about our virtual meeting process, including how to access technical support, if necessary, please see the "Questions Relating to this Proxy Statement – Information about Our Virtual Annual Meeting"section of this proxy statement.
Proposals for Your Vote and Board Recommendations
The holders of shares of common stock and shares of Series A Convertible Preferred Stock, voting together as a single class, are being asked to consider and vote upon the following three proposals:
| PROPOSAL 1 | Board Recommendation FOR each nominee See page 1 for more information |
|---|---|
| Election of Directors | |
| The election of each of James G. Kelly, Catherine L. Burke, Janet Haugen, Irv Henderson, Kirk Larsen, Laura Miller, Kevin Reddy, Laura Sen and Jeffrey Sloan as a director of the Company, with each to serve until the next annual meeting of stockholders following his or her election and until his or her respective successor is duly elected and qualifies. | |
| PROPOSAL 2 | Board Recommendation FOR this proposal See page 25 for more information |
| Advisory Vote to Approve Named Executive Officer Compensation | |
| The approval, on a non-binding and advisory basis, of the compensation of the named executive officers as disclosed in these proxy materials. | |
| PROPOSAL 3 | Board Recommendation FOR this proposalSee page 69 for more information |
| Ratification of the Appointment of the Independent Registered Public Accounting Firm | |
| The ratification of the appointment of PricewaterhouseCoopers LLP as our independent accounting firm for the fiscal year ending December 31, 2025. | |
| How to Vote | ||
|---|---|---|
| Proxy Voting Methods | ||
| Internet | Telephone | |
| www.proxyvote.com | 1-800-690-6903 | Sign, date and mail your proxy card (record holders) or your voting instruction form (beneficial owners) |
2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.