DIEBOLD NIXDORF, Inc
For the period ended May 22, 2026. Filed Apr 2, 2026.
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May 22, 2026 · Filed Apr 2, 2026
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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
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Filed by a Party other than the Registrant
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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. |
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| ☐ | 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. |
350 Orchard Avenue NE• P.O. Box 3077• North Canton, Ohio 44720
Dear Fellow Stockholder:
2025 was a defining year for Diebold Nixdorf. We advanced our priorities, delivered consistent financial results and demonstrated the strength of a model that generates sustainable free cash flow with a stable, predictable financial profile.
Demand across our automation, software and services platforms accelerated throughout the year. We secured important wins in branch modernization, saw continued adoption of our ATM recyclers and expanded deployment of our SmartVision AI solution in North America. Our Lean operating system continued to drive structural efficiencies—improving margins, enhancing working capital performance and increasing operational predictability. These outcomes, supported by a fortress balance sheet and two credit rating upgrades in 2025, reflect the durability and scalability of our platform.
Looking ahead, we believe we are positioned to build on this momentum. Our financial flexibility position enables continued investment in innovation and operational excellence, balanced with disciplined capital deployment and capital returns to stockholders. Our portfolio—anchored by resilient core businesses in banking and retail and complemented by scalable growth platforms—provides multiple ways to drive sustained value creation in the years ahead. We move into 2026 with confidence, clarity and a strong foundation for continued progress.
On behalf of the Board and the management team, thank you for your continued investment in and commitment to Diebold Nixdorf.
Sincerely,
OCTAVIO MARQUEZ President and Chief Executive Officer
350 Orchard Avenue NE• P.O. Box 3077• North Canton, Ohio 44720
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| DATE May 22, 2026 | TIME 8:00 a.m. EDT | FORMAT Virtual Meeting |
|---|---|---|
| Attend and vote at: www.virtualshareholdermeeting.com/DBD2026 Record Date: Close of business on March 23, 2026 | ||
| ITEMS OF BUSINESS | |
|---|---|
| 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, 2026; and |
| 3. | To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. |
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 2026 Annual Meeting of Stockholders at the time and on the date specified above, or at any time and date to which the meeting may be properly adjourned or postponed.
Holders of record of Diebold Nixdorf, Incorporated shares of common stock at the close of business on March 23, 2026 will be entitled to vote at the 2026 Annual Meeting of Stockholders. Instructions on attending the virtual meeting and voting your shares are described under “Participating in the 2026 Annual Meeting of Stockholders” and “Voting Information” in this Proxy Statement.
By Order of the Board of Directors,
ELIZABETH RADIGAN Executive Vice President, Chief Administrative Officer and Corporate Secretary
(approximate mailing date)
YOUR VOTE IS IMPORTANT. Please help us ensure a quorum by voting promptly online at www.proxyvote.com or, if you received a paper copy, by completing, signing, and returning the enclosed proxy card.
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