NCR Voyix Corp
For the period ended Jun 3, 2026. Filed Apr 21, 2026.
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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.
Jun 3, 2026 · Filed Apr 21, 2026
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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. |
Time and Date 9:30 a.m., Eastern Time, on Wednesday, June 3, 2026Place Virtual Meeting via webcast at www.virtualshareholdermeeting.com/VYX2026Record DateMarch 16, 2026
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/VYX2026. 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.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 3, 2026 This proxy statement and NCR Voyix’s 2025 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 2025 Annual Report is not proxy soliciting material.
Notice of Annual Meeting of Stockholders
The 2026 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 Wednesday, June 3, 2026. The Annual Meeting will be held virtually, which will be conducted via live webcast.
Items of Business
NCR Voyix stockholders who are entitled to vote at the Annual Meeting will consider and vote upon the following proposals:
| 1 | To elect the eight individuals to the Company's Board of Directors (the “Board of Directors” or the "Board") 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 | To approve, on a non-binding and advisory basis, the compensation of the Company's named executive officers (Say on Pay), as described in these proxy materials |
| 3 | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 |
| 4 | To approve the NCR Voyix Corporation 2026 Stock Incentive Plan |
| 5 | Any other business that may properly come before the meeting or any postponement or adjournment of the meeting. |
Other Important Information
Stockholders of NCR Voyix who are entitled to vote at the Annual Meeting are record holders of common stock, par value $0.01 per share ("common stock"), and record holders of shares of Series A Convertible Preferred Stock, par value $0.01 per share with a liquidation preference of $1,000 per share (the "Series A Preferred Stock") at the close business on March 16, 2026 (collectively, "Stockholders").
Stockholders will vote together as a single class, and holders of our Series A Convertible Preferred Stock will vote on an as-converted basis.
Your shares cannot be voted unless you virtually attend the Annual Meeting via webcast or your shares 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/VYX2026. 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 21, 2026
TABLE OF CONTENTS
April 21, 2026
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, we have been focused on three key objectives: aligning our cost structure with our strategy following the spin-off of the ATM business and subsequent non-core business divestitures, deepening engagement with our customers and employees, and modernizing our technology to support long-term growth. We took decisive actions to right size our cost structure, streamline operations, insource key functions, and implement our hardware ODM agreement. These actions improved efficiency, aligned the Company’s resources with our growth priorities, and created a stronger operational foundation for execution. With this foundation in place, I focused on direct engagement with our global base of customers and employees. As I shared last year, my initial priorities as Chief Executive Officer were to strengthen customer relationships and refine our product offerings to meet evolving service expectations. In parallel, I visited all of our primary offices, reinforcing our growth strategy and energizing our teams to drive disciplined execution.
As important as each of these efforts was, they ultimately enabled our most significant achievement in 2025: the modernization of our market‑leading software products. We entered 2026 with 20 early adopters of our next-generation products across enterprise retailers and restaurants in Europe, Asia-Pacific, and the United States. Recent customer signings in the U.S. include one of North America’s largest travel center operators and one of the largest fast-casual restaurant brands, both of which are already in the lab with our next-generation solutions.
Today, NCR Voyix is the global platform-powered leader in unified commerce for shopping and dining. As we look ahead, we are focused on executing the next phase of our strategy, which includes scaling our platform solutions with customer-centric AI enhancements, expanding our payments and services capabilities, and delivering our end-to-end proprietary offerings to new and existing customers. With modernized technology, a more efficient operating model, and a clear strategic roadmap, I believe NCR Voyix is now positioned to begin to drive long-term value creation for our stockholders.
Thank you for your continued support.
Sincerely,
James G. Kelly
President and Chief Executive Officer
NCR Voyix
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