DIEBOLD NIXDORF, Inc

Our Bylaws provide for proxy access, which allows a stockholder, or a group of up to 20 stockholders in the aggregate, who or which has owned 3% or more of our outstanding shares of common stock continuously for at least three years, to nominate director nominees constituting up to 20% of the number of directors in office or two nominees, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws. Nominees who are submitted by stockholders (or groups) meeting the proxy access requirements and who themselves meet the requirements specified in our Bylaws will be included in our proxy materials for consideration by our stockholders at the applicable stockholder meeting.

PROPOSAL 1: ELECTION OF DIRECTORS

Since this is an uncontested election (the number of nominees does not exceed the number of Director positions available), each nominee who receives the affirmative “for” vote from a majority of the votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) by stockholders who are present or represented by proxy at the 2026 Annual Meeting of Stockholders and entitled to vote in the election of directors will be elected to serve as a director until the 2027 Annual Meeting of Stockholders. “Abstain” votes and broker non-votes are not considered votes cast and will have no effect on the outcome of this Proposal 1.

The Board recommends that stockholders vote FOR each of its eight director nominees.