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NCR VOYIX Corp

For the period ended May 29, 2024. Filed Apr 17, 2024.

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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.

May 29, 2024 · Filed Apr 17, 2024

VYX$9.75-1.1%Stored close · as of Nov 6, 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​​☒​​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 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):
☒​​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.

Notice of 2024 Annual Meeting of

Stockholders and Proxy Statement

​Date Wednesday, May 29, 2024 Time 12:00 p.m. Eastern Time Place Virtual Meeting via webcast at www.virtualshareholdermeeting.com/VYX2024

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.virtualshareholdermeeting.com

/VYX2024. 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 May 29, 2024

This proxy statement and NCR Voyix’s 2023 Annual Report are available atwww. 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 2023 Annual Report is not proxy soliciting material.

Notice of Annual Meeting of Stockholders of

NCR Voyix Corporation

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of NCR Voyix Corporation, a Maryland corporation (“NCR Voyix” or the “Company”) will be held at 12:00 p.m. Eastern Time on Wednesday, May 29, 2024. The Annual Meeting will be a completely 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:

​1Consider 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;
​2Consider 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;
​3Consider 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
​4Consider 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, 2024 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 Corporationandwww.virtualshareholdermeeting.com/VYX2024. 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 17, 2024

​​​​

April 17, 2024

NCR Voyix Stockholders,

On behalf of the Board and management, I would like to thank you for your investment and continued support of NCR Voyix. 2023 was truly a historic year for our company. In October, we separated into two distinct entities via the spin-off of NCR’s ATM business, NCR Atleos, and renamed the remaining software and services-led company NCR Voyix. We took this action to enhance the focus on core strategies for both organizations and create a simplified thesis for shareholders as we each pursue success in our distinct markets. Within this more simplified structure, we have the strategy in place to better serve our customers and address the evolving needs of their end-users.

Today, NCR Voyix has a leading position in the Restaurant, Retail and Digital Banking markets and an unmatched portfolio of marquee customers. As a simplified organization, we are investing in our technology, sales and distribution networks and account support functions to build on this positioning and enhance our platform-led solutions and world-class service. We believe the combination of these efforts will strengthen the operations in our core markets, enhance our existing customer relationships and attract new customers to drive profitable growth for the Company. We are particularly excited about the opportunity that we see to address the mid-market segment of the retail and restaurant industries. We have a proven track record of being able to grow with mid-market customers. Now with a renewed effort to penetrate this portion of the market, we believe that we are well-positioned to gain share and expand our customer portfolio.

Underpinning our growth strategy is a laser-like focus on two key areas: becoming a product-led company leveraging our market-leading Commerce and Digital Banking platform technology and providing best-in-class service for our customers. We continue to make significant investments in our platforms, including our next-generation applications, third-party integrations and our customers’ proprietary solutions, to enable our customers to elevate their end-user experiences in new ways, increase revenue and drive efficiencies. We are also enhancing our Services offering, leveraging our multinational field technician network and investing in automation and proactive monitoring capabilities, to provide end-to-end solutions and deliver operational excellence to our customers across more than 300,000 store locations.

We remain confident in our strategy to expand our customer portfolio and convert customers to the platform. Leveraging our deep industry expertise, we are continuing to invest in innovative platform solutions and our global sales network to enhance our customer relationships and gain share across the enterprise, mid-market and SMB segments. We look forward to delivering on these commitments to drive profitable growth and increase shareholder value. Thank you for your continued confidence in NCR Voyix.

Sincerely,

David Wilkinson

Chief Executive Officer

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find additional information in this proxy statement.

​Annual Meeting of Stockholders of NCR Voyix Corporation​
​Date​​Time​​Place​
​Wednesday, May 29, 2024​​12:00 p.m. Eastern Time​​Virtual Meeting via webcast at www.virtualshare holdermeeting.com/VYX2024​

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.virtualshareholdermeeting.com/VYX2024. 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.

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 Kelly, David Wilkinson, Catherine L. Burke, Janet Haugen, Irv Henderson, Kirk Larsen, Laura Miller, Kevin Reddy and Laura Sen 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 proposal See page 79 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, 2024.​

How to Vote

​Proxy Voting Methods​
​Internet​​Telephone​​Mail​
​www.proxyvote.com​​​1-800-690-6903​​Sign, date and mail your proxy card (record holders) or your voting instruction form (beneficial owners)​
2024 Proxy Statement​​​​

Our Commitment to Corporate Sustainability

Following the spin-off of NCR Atleos, we remain committed to creating positive change that supports an innovative and sustainable future in a responsible way. At NCR Voyix, our software and services-led business strategy focused on customer satisfaction and harnessing our culture of innovation directly aligns with our refreshed Corporate Sustainability priorities. Our approach to customer satisfaction is two-fold: we intend to represent the Corporate Sustainability qualities our customers are expecting, and we encourage our employees to fulfill and answer these expectations.

For 2024, we are conducting a comprehensive materiality assessment to further inform our Corporate Sustainability priorities and focus going forward as a stand-alone company. We expect to publish our inaugural NCR Voyix Corporate Sustainability Report in 2024 and we look forward to sharing our journey and progress with you.

Key Highlights

As we continue to work towards and expand on our Corporate Sustainability efforts and commitments following the spin-off, some notable highlights and progress include:

•Continuing our commitment for NCR Voyix to be a net-zero emitter of greenhouse gases (GHGs) by 2050
•Continued public disclosure of GHG emissions data and implementation of an inventory management plan for Scope 1 and 2 emissions informed by the GHG Protocol Corporate Accounting and Reporting Standards
•Aligning our Corporate Sustainability priorities with the Sustainability Accounting Standards Board (SASB) standards for the Software & IT Services industry and publishing SASB-aligned industry metrics reports
•Continuing to maintain an ‘A’ rating in MSCI Inc.’s annual assessment of NCR Voyix’s overall Corporate Sustainability program
•Achieving a top security rating of ‘Advanced’ on BitSight Technologies Inc.’s Company Overview Report of NCR Voyix
•Continued GHG emissions disclosure for Scope 1 and Scope 2 through annual CDP (formerly Carbon Disclosure Project) climate questionnaire submission
•Continued our strong commitment to expand the work of the NCR Foundation and increase giving centered around three focus areas: STEM education; economic development; and disaster recovery. In 2023, The NCR Foundation approved 40 grants totaling approximately $4 million in joint donations with NCR Atleos Corporation.

Corporate Sustainability Oversight

We believe that Corporate Sustainability considerations should be fully integrated within an organization and should start at the top with that philosophy. The Board has direct oversight of Corporate Sustainability activities through its Risk Committee. However, the oversight of Corporate Sustainability activities is not confined solely to the Risk Committee. For example, the Committee on Directors and Governance is responsible for the oversight of our ethics and compliance programs. The Audit Committee may liaise with the Risk Committee on matters relating to compliance, risk management and information security, and also shares a number of additional oversight responsibilities with the Risk Committee with clearly delineated responsibilities.

​​​​2024 Proxy Statement

Our Chief Risk Officer has primary oversight for the Company’s Enterprise Risk Management (ERM) programs, including business continuity planning (BCP) and third-party risk management (TPRM), details of which are reported to the Risk Committee. The Company’s ERM programs support our strategic objectives and corporate governance responsibilities. The ERM programs include the following primary objectives:

•Establish a standard risk framework and supporting policies and processes to identify, assess, respond to, and report on business risks and opportunities
•Establish clear roles and responsibilities in support of the Company’s risk management activities
•Ensure appropriate independent oversight of business risks and opportunities and the impacts of related business decisions on the Company’s risk profiles and tolerances
•Ensure appropriate communication and reporting of business risks and opportunities including related response strategies and controls to the Company’s executive leadership and Board of Directors
•Provide relevant training to executives, managers and employees.

Our Chief Risk Officer also supports the Executive Leadership Team’s Corporate Sustainability initiatives and reports on those activities to the Risk Committee. Further, our Chief Ethics & Compliance Officer oversees investigations pertaining to fraud, conflicts of interest, violations of laws, and other similar matters, and reports on those activities to one or more Committees of the Board. All these channels to the Board are designed to provide a holistic, clear, and accurate picture of Corporate Sustainability developments.

Climate Action

We have set the ambitious goal to achieve Net-Zero by 2050 by developing science-based plans and targets to help us meet that goal. To help us achieve this goal, we are continuously working on reducing the environmental footprint of our global fleet of vehicles by transitioning to lower emission and Electric Vehicles (EVs).

We are committed to managing our environmental footprint and protecting the global communities in which we operate. We strive to minimize the environmental impact of our products and operations while also delivering innovative technologies and solutions designed to support businesses and consumers in their efforts to operate responsibly. For example, we use remote sensing technology to solve customer equipment issues, which reduces the number of maintenance visits and reduces our carbon footprint. In the past two years, our remote monitoring and diagnostics capabilities and other dispatch avoidance programs resulted in over 1.1 million eliminated service dispatch trips.

We recognize the importance of minimizing our environmental footprint through energy usage and greenhouse gas (GHG) emission management. That is why we continue to report our Scope 1 and Scope 2 emissions from our global facilities and service operations through CDP (formerly Carbon Disclosure Project). We complete the annual CDP climate change questionnaire and evaluate our environmental management progress annually to better understand our areas of opportunity to make a true impact.

We are proud to continue public disclosure of our Scope 1 and Scope 2 greenhouse gas (GHG) emissions data, which has been measured and calculated in alignment with the GHG Protocol Standard. To accurately track progress towards our GHG reduction targets, we adjusted our emissions inventory to account for significant structural changes that drove a decrease in emissions greater than 5%, in accordance with the GHG Protocol guidance.

To account for the spin-off of NCR Atleos, certain divestments that occurred on October 16, 2023 are removed from the data from the date of divestment and, where entire business operations previously part of NCR Corporation were divested. retrospectively from January 1st, 2023. In alignment with the GHG Protocol, organic site and operations closures are not retrospectively removed from the data. Based on the size of the impact of these changes (≥ 50%), we chose to reset our carbon accounting baseline year to FY 2023.

GHG emissions are expressed as a consolidated figure, adjusted to reflect the entire reporting period by applying the modified organizational boundary. The measurement and reporting involve a degree of estimation based on historical data and other proxies. The data is audited by members of the Finance Team and then reported in different external communication and reporting outlets. The Corporate Sustainability Leader and Chief Risk Officer approve all GHG emissions data statements.

2024 Proxy Statement​​​​

Our emissions data for the past three years is as follows:

​ · ​ · ​ · Metric tons CO2e* · ​
​ · ​ · ​ · 2021 · ​ · ​ · 2022 · ​ · ​ · 2023 · ​
​Scope 1​​128,016​​158,365​​43,376​
​Scope 2​​10,717​​12,558​​8,386​
*Reported numbers for 2021 and 2022 represent total GHG emissions of NCR Corporation. Numbers reported for 2023 represent total emissions of NCR Voyix Corporation.

As we progress on our environmental accountability journey, we are committed to continued accuracy and transparency and regularly refine our data collection and calculation methodology. To support this commitment, in 2024 we implemented a robust Corporate Sustainability management system, which will allow for more accurate, transparent, and complete data capturing and monitoring. It will also further improve our planning and reporting capabilities and refine our Corporate Sustainability processes.

​​​​2024 Proxy Statement
​Notice of Annual Meeting of Stockholders Letter from the CEO Proxy Statement Summary

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.