DIEBOLD NIXDORF, Inc
For the period ended Apr 30, 2025. Filed Mar 14, 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 30, 2025 · Filed Mar 14, 2025
Contents
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A
(RULE
14A-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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 Under §240.14a-12 |
Diebold Nixdorf, Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
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. |
Dear Stockholder:
The 2025 Annual Meeting of Stockholders of Diebold Nixdorf, Incorporated will be held on Wednesday, April 30, 2025 at 8:00 a.m. EDT. We are pleased to utilize a virtual format for the 2025 Annual Meeting of Stockholders to provide a consistent experience to all stockholders regardless of location. You will be able to attend and vote at the 2025 Annual Meeting of Stockholders via live webcast atwww.virtualshareholdermeeting.com/DBD2025. Please have the control number included with your proxy card or Notice of Internet Availability of Proxy Materials available when joining the meeting.
As described in the accompanying Notice and Proxy Statement, at the 2025 Annual Meeting of Stockholders you will be asked to (1) elect eight directors, (2) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025, and (3) approve, on an advisory basis, named executive officer compensation.
We are pleased to continue to take advantage of Securities and Exchange Commission rules allowing us to furnish proxy materials to stockholders on the Internet. We believe that these rules provide you with proxy materials more quickly and reduce the environmental impact of the 2025 Annual Meeting of Stockholders. Accordingly, we are mailing to stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review our 2025 Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024, and to vote online or by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting these materials on the Notice of Internet Availability of Proxy Materials.
All holders of record of Diebold Nixdorf, Incorporated shares of common stock at the close of business on March 3, 2025 are entitled to vote at the 2025 Annual Meeting of Stockholders. You may vote online prior to the meeting atwww.proxyvote.com. If you received a paper copy of the proxy card by mail, you may also vote by signing, dating and mailing the proxy card promptly in the return envelope or by calling a toll-free number indicated on the proxy card.
Details regarding how to attend the virtual meeting online are more fully described in the Proxy Statement. If you are unable to attend the meeting, you may listen to a replay that will be available on our investor relations website atinvestors.dieboldnixdorf.com. The replay may be accessed on our website soon after the meeting and shall remain available for up to one year.
We look forward to you joining us at the 2025 Annual Meeting of Stockholders.
Sincerely,
OCTAVIO MARQUEZ President and Chief Executive Officer
Important Notice Regarding the Availability of Proxy Materials for the
2025 Annual Meeting of Stockholders to be held on April 30, 2025.
This Proxy Statement, along with our Annual Report on Form 10-K for the year ended December 31, 2024,
are available free of charge atwww.proxyvote.com (you will need to reference the control number
found on your proxy card or Notice of Internet Availability of Proxy Materials to vote).
NOTICE OF 2025 ANNUAL MEETING OF
STOCKHOLDERS
| DATE: April 30, 2025 TIME: 8:00 a.m. EDT LOCATION: Virtual Stockholders Meeting www.virtualshareholdermeeting.com/DBD2025 | ITEMS TO BE DISCUSSED: |
|---|---|
| 1. | To elect eight directors; |
| 2. | To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025; and |
| 3. | To approve, on an advisory basis, named executive officer compensation. |
Your attention is directed to the attached Proxy Statement, which fully describes these items.
Any action on the items of business described above may be considered at the 2025 Annual Meeting of Stockholders at the time and on the date specified above or at any time and date to which the 2025 Annual Meeting of Stockholders may be properly adjourned or postponed.
Holders of record of Diebold Nixdorf, Incorporated shares of common stock at the close of business on March 3, 2025 will be entitled to vote at the 2025 Annual Meeting of Stockholders.
The enclosed proxy card is solicited, and the persons named therein have been designated, by Diebold Nixdorf’s Board of Directors.
By Order of the Board of Directors,
ELIZABETH RADIGAN Executive Vice President, Chief Legal Officer and Corporate Secretary
(approximate mailing date)
Please help us ensure a quorum at the 2025 Annual Meeting of Stockholders by voting online atwww.proxyvote.com
or, if you received a paper copy of the proxy materials, by filling in, signing and dating the
enclosed proxy and promptly mailing it in the return envelope.
PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
| PROXY SUMMARY | 1 |
|---|---|
| Meeting Information | 1 |
| Proposals For Your Vote and Board Recommendations | 1 |
| Overview of Our Board Nominees | 2 |
| Participating in the 2025 Annual Meeting of Stockholders | 4 |
| VOTING INFORMATION | 5 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 8 |
| Overview | 8 |
| Our Director Nominees | 9 |
| Vote Required | 13 |
| Board Recommendation | 13 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 14 |
| Overview | 14 |
| Audit and Non-Audit Fees | 14 |
| Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Our Independent Registered Public Accounting Firm | 14 |
| Vote Required | 15 |
| Recommendation of the Board | 15 |
| PROPOSAL 3: APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION | 16 |
| Overview | 16 |
| Vote Required | 16 |
| Recommendation of the Board | 16 |
| CORPORATE GOVERNANCE | 17 |
| Board Leadership Structure | 17 |
| Board and Director Evaluation | 17 |
| Board Meetings and Executive Sessions | 17 |
| Board Risk Oversight | 18 |
| Board Committees and Composition | 18 |
| Corporate Governance Materials Available on Our Website | 20 |
| Director Independence | 20 |
| Related Person Transaction Policy | 20 |
| Communications with Directors | 20 |
| 2025 PROXY STATEMENT | | i |
TABLE OF CONTENTS
| Code of Business Ethics | 21 |
|---|---|
| People and Compensation Committee Interlocks and Insider Participation | 21 |
| Director Orientation and Education | 21 |
| Environmental, Social and Governance | 21 |
| BENEFICIAL OWNERSHIP | 22 |
| Beneficial Ownership of Shares | 22 |
| Security Ownership of Directors and Management | 23 |
| Equity Compensation Plan Information | 24 |
| Delinquent Section 16(A) Reports | 24 |
| COMPENSATION OF DIRECTORS | 25 |
| Director Stock Ownership Guidelines | 25 |
| 2024 Director Compensation | 26 |
| IDENTIFYING AND EVALUATING DIRECTOR NOMINEES | 27 |
| Stockholder Nominees | 28 |
| EXECUTIVE COMPENSATION MATTERS | 29 |
| People and Compensation Committee Report | 29 |
| Compensation Discussion and Analysis | 29 |
| Executive Compensation Tables | 46 |
| Non-Qualified Deferred Compensation Plans | 52 |
| Potential Payments upon Termination or Change In Control | 53 |
| Post-Termination Payments Table | 56 |
| 2024 Pay-Versus-Performance | 58 |
| CEO Pay Ratio Disclosure | 62 |
| REPORT OF THE AUDIT COMMITTEE | 63 |
| STOCKHOLDERS SHARING THE SAME ADDRESS | 64 |
| EXPENSES OF SOLICITATION | 64 |
| STOCKHOLDER PROPOSALS | 65 |
| OTHER MATTERS | 66 |
| ii | | 2025 PROXY STATEMENT |
|---|
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