NCR Atleos Corp
For the period ended May 21, 2025. Filed Apr 4, 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.
May 21, 2025 · Filed Apr 4, 2025
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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 ☐ |
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Check the appropriate box:
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
NCR ATLEOS 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):
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| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
A Letter from Our President and Chief Executive Officer
Dear fellow NCR Atleos stockholders,
On behalf of our Executive Leadership Team and our Board of Directors, thank you for your interest and support of NCR Atleos Corporation, or Atleos.
Atleos is a global leader in self-service banking with a clear growth strategy.
After separating from NCR Corporation through a spin transaction in October of 2023, Atleos is now a pure-play, independent company with an installed and serviced fleet of approximately 600,000 ATMs globally, including the world’s largest owned and operated network of approximately 80,000 machines. Our growth strategy is to preserve and strengthen that installed base and then generate more revenue from every ATM. We’ll do this by providing more efficient and comprehensive services to financial institutions and by driving more transactions at our blue-chip retail locations.
2024 was a successful and foundational first year as an independent company.
Shortly after separating from our former parent, we redefined our corporate mission: to set the highest standard in self-service banking. Operationally, we reestablished best-in-class service levels, eliminated duplicative cost, and extended our global scale. Strategically, we grew our service revenues with financial institutions, added new clients and transaction types to our networked ATMs, and relaunched a product innovation effort. Our employees embraced the challenge and demonstrated their enthusiastic support of our new brand and our mission. Most importantly, our customers recognized our progress and our singular focus on self-service banking with increased backlog and trusted partnerships.
2025 should be another year of financial success and strategic progress.
As we begin 2025, our strategy is being validated. Demand for more capable ATMs with technologies like recycling, tap or biometric authentication, and cardless access is accelerating. Banks and retailers are increasingly outsourcing more of their cash ecosystem to capable operators like Atleos and the acceptance of shared financial utility networks is growing globally.
In 2025 we will again lean on our core values of accountability, collaboration and innovation to further our vision to set the highest standard in self-service financial solutions. This year, Atleos is focused on three specific organizational priorities:
| ● | Grow efficiently. We will emphasize the growth investments that drive the most immediate returns and are accretive to financial performance. |
| ● | Prioritize service. We believe that service, not product, is the key differentiator in our industry. A “service first” initiative will extend our best-in-class service levels and encourage our customers to outsource more to Atleos. |
| ● | Embrace simplicity. We will shed our inherited complexity so that our employees’ jobs become more rewarding and we become easier for our customers to do business with. |
Thank you
We appreciate and respect your investment in Atleos. We are exceptionally proud of what we accomplished in 2024 and are excited about our 2025 outlook. While macroeconomic volatility is likely to persist, a robust operating plan and enviable strategic positioning should allow Atleos to post strong results again in 2025.
Sincerely,
/s/ Timothy C. OliverTimothy C. OliverChief Executive OfficerApril 4, 2025
Notice of 2025 Annual Meeting
and Proxy Statement
Dear fellow NCR Atleos stockholders,
I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) for NCR Atleos Corporation, a Maryland corporation (“Atleos” or the “Company”), that will be held on Wednesday, May 21, 2025 at 12:00 p.m. Eastern Time. This year’s Annual Meeting will be conducted as a virtual meeting of stockholders. You will be able to attend the Annual Meeting, vote your shares and submit questions during the Annual Meeting via a live webcast by visiting www.proxydocs.com/NATL. Prior to the Annual Meeting, you will be able to authorize a proxy to vote your shares on the matters submitted for stockholder approval at the Annual Meeting, and we encourage you to do so.
The accompanying notice of the Annual Meeting and proxy statement tell you more about the agenda and procedures for the Annual Meeting. The proxy statement also describes how the Board of Directors of the Company operates and provides information about, among other matters, our director candidates, director and executive officer compensation and certain corporate governance matters. I look forward to sharing more information with you about Atleos at the Annual Meeting.
As in prior years, we are offering our stockholders the option to receive our proxy materials via the Internet. We believe this option allows us to provide our stockholders with the information they need in an environmentally conscious form and at a reduced cost.
Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, I urge you to authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares on the Internet or by telephone, or, if you received the proxy materials by mail, you may also authorize a proxy to vote your shares by mail. Your vote will ensure your representation at the Annual Meeting regardless of whether you attend via webcast on May 21, 2025.
Sincerely,
/s/ Joseph E. Reece
Joseph E. Reece
Chairman of the Board
April 4, 2025
Notice of Annual Meeting of
Stockholders of NCR Atleos
Corporation
Time
12:00 p.m. Eastern Time
Date
Wednesday, May 21, 2025
Place
Virtual Meeting via webcast at www.proxydocs.com/NATL.
The 2025 Annual Meeting of Stockholders (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 visiting www.proxydocs.com/NATL. You will also be able to vote your shares electronically at the Annual Meeting. For more information about our virtual meeting process, please see the Questions Relating to this Proxy Statement – Information about our Virtual Annual Meeting section of this proxy statement.
Purpose
The holders of shares of common stock, par value $0.01 per share (the “common stock”), of NCR Atleos Corporation, a Maryland corporation, will, voting together as a single class, be asked to:
| 1. | Consider and vote upon the election of eight individuals to 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; |
| 2. | Consider and vote to approve, on a non-binding and advisory basis, the compensation of the named executive officers (“Say on Pay”), as more particularly described in these proxy materials; |
| 3. | Consider and vote upon the ratification of the appointment of PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 4. | Transact such other business as may properly come before the Annual Meeting and any postponement or adjournment of the Annual Meeting. |
Other Important Information
| ● | Record holders of Atleos common stock at the close of business on March 7, 2025 may virtually attend and vote at the Annual Meeting. |
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| ● | 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 |
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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 Atleos Corporation and www.proxydocs.com/NATL. You may also obtain these materials on the U.S. Securities and Exchange Commission (“SEC”) website at www.sec.gov or by contacting the Company’s Corporate Secretary at NCR Atleos Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007.
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| | By order of the Board of Directors, |
| | /s/ Ricardo J. Nuñez |
| | Ricardo J. Nuñez |
| | Executive Vice President, General Counsel and Secretary |
April 4, 2025
Important Notice Regarding the Availability of Proxy Materials for the**
**Stockholder Meeting to Be Held on May 21, 2025
The proxy statement and Atleos’ 2024 Annual Report are available at www.proxydocs.com/NATL. Except to the extent specifically referenced herein, information contained or referenced on our website or social media is not incorporated by reference into and does not form a part of the proxy statement. The Company’s 2024 Annual Report is not proxy soliciting material.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.