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NCR VOYIX Corp

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

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About this filing

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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Director Selection, Communications and Code of Conduct

Selection of Nominees for Directors

The CODG and our other directors are responsible for recommending nominees for membership to the Board. The director selection process is described in detail in the Corporate Governance Guidelines. In determining candidates for nomination, the CODG will seek the input of the Chair of the Board and the Chief Executive Officer and will consider individuals recommended for Board membership by the Company’s stockholders. In addition, periodically the Board or the CODG engages a third-party search firm, including most recently Ridgeway Partners, to assist to identify candidates who have desired experience and expertise, and meet the qualification guidelines described below.

Our Corporate Governance Guidelines include qualification guidelines for directors standing for re-election and new candidates for membership on the Board. All candidates are evaluated by the CODG using these qualification guidelines. In accordance with the guidelines, as part of the selection process, in addition to such other factors as it may deem relevant, the CODG will consider, among other things, a candidate’s:

•management experience (including with major public companies with multinational operations);
•other areas of expertise or experience that are desirable given the Company’s business and the current make-up of the Board (such as expertise or experience in information technology businesses, manufacturing, international, financial or investment banking or scientific research and development, senior level government experience, and academic administration or teaching);
•desirability of range in age so that retirements are staggered to permit replacement of directors of desired skills and experience in a way that will permit appropriate continuity of Board members;
14​​​​2024 Proxy Statement
•independence, as defined by the Board (and under the standards of independence set forth in the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards);
•diversity of thought and perspectives, such as on the basis of age, race, gender, and ethnicity, or on the basis of geographic knowledge, industry experience, board tenure, or culture;
•knowledge and skills in accounting and finance, business judgment, general management practices, crisis response and management, industry knowledge, international markets, leadership, and strategic planning;
•personal characteristics matching the Company’s values such as integrity, accountability, financial literacy and high performance standards;
•willingness to commit the time required to fully discharge responsibilities to the Board; and
•the number of commitments to other entities, with one of the more important factors being the number of other public-company boards on which the individual serves.

All of the nominees for election are currently serving as directors of the Company. Irv Henderson was recommended for appointment to the Board by a non-employee director. After review and consideration by the CODG, the CODG recommended to the Board that Mr. Henderson be appointed, and he was appointed to the Board effective March 14, 2024.

Other than David Wilkinson, the Company’s Chief Executive Officer, all of the candidates for election have been determined by the Board to be independent under the standards of independence set forth in the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards.

Stockholders wishing to recommend individuals for consideration as directors should contact the CODG by writing to the Company’s Corporate Secretary at NCR Voyix Corporation 864 Spring Street NW, Atlanta, Georgia 30308-1007. Recommendations by stockholders that are made in this manner will be evaluated in the same manner as other candidates.

Stockholders who wish to nominate directors for inclusion in the Company’s proxy statement pursuant to the proxy access provisions in the Company’s bylaws, or to otherwise nominate directors for election at the Company’s next annual meeting of stockholders, must follow the procedures described in the Company’s bylaws, the current form of which is available on the “Investor Relations” section of our website athttps://investor.ncrvoyix.com. See “Procedures for Nominations Using Proxy Access”, “Procedures for Stockholder Proposals and Nominations for 2025 Annual Meeting Outside of SEC Rule 14a-8” and “Procedures for Stockholder Proposals and Nominations for 2025 Annual Meeting Outside of SEC Rule 14a-8 and Pursuant to SEC Rule 14a-19” in this proxy statement for further details regarding how to nominate directors.

New Director Orientation

The Board has an orientation process for new directors that is overseen by the Committee on Directors and Governance. The orientation process program is tailored to the needs of each new director depending on his or her level of experience serving on other boards and knowledge of the Company or industry. Materials provided to new directors include information on the Company’s strategic and operating plans, corporate governance practices (including committee assignments and roles), Code of Conduct, and other key policies and practices. The orientation process includes a series of one-on-one meetings with members of the Company’s Executive Leadership Team, including, among others, the Chief Executive Officer, Chief Financial Officer, General Counsel and Secretary, and various business leaders, as well as other key senior management employees. New directors are also invited to tour various Company facilities, depending on their orientation needs and preferences. The program enables the new directors to thoroughly understand the Company’s business and strategic initiatives, as well as overall governance and processes, including, among other things, the Company’s organization, the Company charter, bylaws, Board committee charters, the Company Code of Conduct, and Corporate Governance Guidelines.

Communications with Directors

Stockholders or interested parties wishing to communicate directly with the Board or any other individual director, the Chair of the Board, or the Company’s independent directors as a group are welcome to do so by writing to the Company’s Corporate Secretary at NCR Voyix Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007. The Corporate Secretary will forward appropriate communications. Any matters reported by stockholders relating to the Company’s accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee as appropriate. Anonymous and/or confidential communications with the Board may also be made by writing to this address. For more information on how to contact the Board, please see the Company’s Corporate Governance page on the “Investor Relations” section of our website athttps://investor.ncrvoyix.com.

2024 Proxy Statement​​​​15

Code of Conduct

The Company has a Code of Conduct that sets forth the standard for ethics and compliance for all of its directors and employees. The Code of Conduct is available on the “Investor Relations” section of our website athttps://investor.ncrvoyix.com. To receive a copy of the Code of Conduct, please send a written request to the Corporate Secretary at the address provided above.

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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.