NCR Atleos Corp
For the period ended Apr 1, 2024. Filed Apr 1, 2024.
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Apr 1, 2024 · Filed Apr 1, 2024
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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 ☒ | 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 ATLEOS 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):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NCR ATLEOS Notice of Annual Meeting and 2024 Proxy Statement
A Letter from Our President and Chief Executive Officer
Dear fellow NCR Atleos stockholders,
On behalf of our Executive Team and our Board of Directors, thank you for your interest and support of our new Company, NCR Atleos Corporation, or Atleos. We are pleased to share our first ever Atleos proxy statement and annual report.
We successfully separated our Company
NCR Corporation, now NCR Voyix, has been a leader in financial and commerce technology solutions for nearly 140 years. In early 2022, NCR undertook a strategic review that concluded in September of that year with the decision to split into two public companies. The legal separation to create Atleos met aggressive timelines and was successfully completed in about a year. On October 16, 2023, Atleos became an independent publicly traded company with its shares listed on the New York Stock Exchange under the ticker NATL.
We are now NCR Atleos
Atleos holds leadership positions in both of its core self-service banking businesses, supported by steady global demand for cash access and transactions, and growing demand for convenient and efficient access to banking services.
Atleos services over 600,000 ATMs and operates the largest independent network of ATMs in the world with over 80,000 machines. We have 20,000 employees globally with products in 140 countries, a service organization in 60 countries, and ATM networks in 11 countries.
We are uniquely positioned to benefit from the transition of banking technologies toward self-service based offerings and the introduction of shared banking utility services. Emphasizing innovation will allow Atleos to evolve with our financial institution and retail customers, and meet the emerging preferences of their customers. We are committed to our vision of setting the highest standard in self-service financial solutions. We intend to lead from the front and to catalyze lasting value creation for all of our stakeholders.
Atleos demonstrated strong execution in 2023
Overcoming the risk of distraction from the very complicated and time intensive separation transaction, our teams drove financial performance that exceeded our budgets for revenue and profitability. Our recurring revenue growth outpaced the overall growth rate and now represents more than 71% of our top line. Our productivity initiatives delivered significant direct cost savings with streamlined manufacturing and a rebuilt supply chain.
Atleos made significant strategic progress in 2023
While our strategy presumes that the global fleet of ATMs remains relatively stable, we expect to drive growth by generating more revenue per machine across the 600,000 ATMs we service.
The ATM as a Service business (ATMaaS), our full outsource solution for financial institutions, grew by over 40% in its second full year and added over 6,000 units in 2023. We closed the year with more than 20,000 ATMaaS machines implemented and revenue of over $150 million.
Our Network segment has seen impressive topline growth across most regions. In 2023 we added financial institution partners to the network, added card holders, added new functionality and transaction types and launched into new geographies in Portugal and
Greece. Our revenue per device continued to grow rapidly, end markets remain healthy and cash utilization trends continue to be constructive.
These two key strategic efforts benefit from our unmatched expertise, considerable scale and coverage and leading service capabilities. As financial institutions evolve their retail banking strategy, we stand ready to provide the outsourced solution for self-service financial access. As consumer preferences for transacting shift, we will provide them efficient and safe solutions to complete their transactions.
Thank you
I am extremely grateful for the hard work and dedication of our global Atleos team and am very appreciative of the patience and support our customers and partners showed us as we navigated a very challenging yet rewarding year. I also appreciate our stockholders for your continued interest in our Company and our businesses.
I look forward to a formative and successful 2024.
Sincerely,
/s/ Timothy C. OliverTimothy C. OliverChief Executive OfficerApril 1, 2024
Notice of 2024 Annual Meeting and Proxy Statement
Dear fellow NCR Atleos stockholders,
I am pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) for NCR Atleos Corporation, a Maryland corporation (“Atleos” or the “Company”), that will be held on Tuesday, May 21, 2024 at 12:00 p.m. Eastern Time. This year’s Annual Meeting will conducted as a virtual meeting of stockholders. You will be able to attend the Annual Meeting, vote your shares and submit questions during the Annual Meeting via a live webcast by visitingwww.proxydocs.com/NATL. Prior to the Annual Meeting you will be able to authorize a proxy to vote your shares on the matters submitted for stockholder approval at the Annual Meeting, and we encourage you to do so.
The accompanying notice of the Annual Meeting and proxy statement (“Notice”) tell you more about the agenda and procedures for the Annual Meeting. The proxy statement also describes how the Board of Directors of the Company operates and provides information about, among other matters, our director candidates, director and executive officer compensation and certain corporate governance matters. I look forward to sharing more information with you about Atleos at the Annual Meeting.
As in prior years, we are offering our stockholders the option to receive our proxy materials via the Internet. We believe this option allows us to provide our stockholders with the information they need in an environmentally conscious form and at a reduced cost.
Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, I urge you to authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares on the Internet or by telephone, or, if you received the proxy materials by mail, you may also authorize a proxy to vote your shares by mail. Your vote will ensure your representation at the Annual Meeting regardless of whether you attend via webcast on May 21, 2024.
Sincerely,
/s/ Joseph E. Reece
Joseph E. Reece
Chairman of the Board
April 1, 2024
Notice of Annual Meeting of Stockholders of NCR Atleos Corporation
Time
12:00 p.m. Eastern Time
Date
Tuesday, May 21, 2024
Place
Virtual Meeting via webcast atwww.proxydocs.com/NATL.
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 visitingwww.proxydocs.com/NATL. You will also be able to vote your shares electronically at the Annual Meeting. For more information about our virtual meeting process, please see the Questions Relating to this Proxy Statement – Information about our Virtual Annual Meeting section of this proxy statement.
Purpose
The holders of shares of common stock, par value $0.01 per share (the “common stock”), of NCR Atleos Corporation will, voting together as a single class, be asked to:
Consider and vote upon the election of eight individuals to 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;
Consider and vote to approve, on a non-binding and advisory basis, the compensation of the named executive officers (“Say on Pay”), as described in these proxy materials;
Consider and vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers (“Say on Frequency”), as described in these proxy materials;
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, 2024; and
Transact such other business as may properly come before the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) and any postponement or adjournment of the Annual Meeting.
Other Important Information
Record holders of Atleos common stock at the close of business on March 4, 2024 may virtually attend and 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 Atleos Corporation andwww.proxydocs.com/NATL. You may also obtain these materials on the SEC website atwww.sec.gov or by contacting the Company’s Corporate Secretary at NCR Atleos Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007.
By order of the Board of Directors, /s/ Ricardo J. Nuñez Ricardo J. NuñezExecutive Vice President, General Counsel and Secretary
April 1, 2024
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 21, 2024
This proxy statement and Atleos’ 2023 Annual Report are available atwww.proxydocs.com/NATL. Except to the extent specifically referenced herein, information contained or referenced on our website or social media is not incorporated by reference into and does not form a part of the proxy statement. The Company’s 2023 Annual Report is not proxy soliciting material.
Table of Contents
| Proxy Summary | 1 |
|---|---|
| Proposal 1 – Election of Directors | 10 |
| Nominees for Election | 12 |
| More Information About Our Board of Directors | 11 |
| Corporate Governance | 20 |
| Board Leadership Structure, Risk Oversight and Our Commitment to ESG | 22 |
| Committees of the Board | 23 |
| Compensation Risk Assessment | 27 |
| CHRC Interlocks and Insider Participation | 28 |
| Selection of Nominees for Directors | 29 |
| Communications with Directors | 30 |
| Code of Conduct | 31 |
| Director Compensation | 31 |
| Proposal 2 – Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers | 37 |
| Executive Compensation | 38 |
| Board and Compensation and Human Resource Committee Report on Executive Compensation | 38 |
| Executive Compensation – Compensation Discussion and Analysis | 39 |
| Glossary of Key Terms Used in Our CD&A and Executive Compensation Tables | 54 |
| Executive Compensation Tables | 56 |
| CEO Pay Ratio Disclosure | 77 |
| Related Person Transactions | 78 |
| Fees Paid to Independent Registered Public Accounting Firm | 86 |
| Board Audit Committee Report | 88 |
| Proposal 3 – Say on Frequency | 85 |
| Proposal 4 – Ratification of the Appointment of Independent Registered Public Accounting Firm for 2024 | 90 |
| Other Matters | 92 |
| Security Ownership of Certain Beneficial Owners and Management | 93 |
| Questions Relating to this Proxy Statement – Information about Our Virtual Annual Meeting | 95 |
| General Information | 101 |
| i | 2024 Proxy Statement |
This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all the information you should consider. We urge you to read the entire Proxy Statement carefully before voting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.