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DIEBOLD NIXDORF, Inc — Proxy Solicitation & Information Statement 2018
Mar 14, 2018
31656_rns_2018-03-14_829b53bb-ff63-4a62-b294-9a0e895daf0d.zip
Proxy Solicitation & Information Statement
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DEFA14A 1 d469626ddefa14a.htm DEFA14A DEFA14A
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 Pursuant to 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 the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the |
| Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No: |
| (3) | Filing Party: |
| (4) | Date Filed: |
* Exercise Your Righ t to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on April 25, 2018.
| DIEBOLD NIXDORF, INCORPORATED | Meeting
Type: Annual Meeting | |
| --- | --- | --- |
| | For holders as of: February 26, 2018 | |
| ● | Date: April 25, 2018 Time: 11:30 AM EDT | |
| | Location: | Courtyard Marriott |
| | | 4375 Metro Circle NW |
| | | North Canton, OH 44720 |
| DIEBOLD NIXDORF, INCORPORATED 5995 MAYFAIR ROAD P.O. BOX 3077 NORTH CANTON, OH 44720-8077 | You are receiving this communication because you hold
shares in the company named above. | |
| ● | This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side). | |
| | We encourage you to access and review all of the important
information contained in the proxy materials before voting. | |
| | See the reverse
side of this notice to obtain proxy materials and voting instructions. | |
Before You Vote
How to Access the Proxy Materials
| Proxy Materials Available to
VIEW or RECEIVE: |
| --- |
| ANNUAL REPORT NOTICE & PROXY STATEMENT FORM OF PROXY |
| How to View Online: |
| Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. |
| How to Request and Receive a PAPER or E-MAIL Copy: |
| If you want to receive a paper or e-mail copy of these documents or the documents for future meetings, you must request one. There is NO
charge for requesting a copy. Please choose one of the following methods to make your request: |
| 1) BY
INTERNET : www.proxyvote.com |
| 2) BY
TELEPHONE : 1-800-579-1639 |
| 3) BY
E-MAIL* : [email protected] |
| * If requesting materials by e-mail, please send a blank e-mail with the information
that is printed in the box marked by the arrow (located on the following page) in the subject line. |
| Requests, instructions and
other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 11, 2018 to facilitate timely delivery. |
How To Vote
Please Choose One of the Following Voting Methods
| ● |
|---|
| Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by |
| the arrow (located on the following page) available and follow the instructions. |
| Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will |
| include a proxy card. |
Voting Items
The Board of Directors recommends you vote FOR each of the following nominees:
- Election of Directors
Nominees:
1a. Patrick W. Allender
1b. Phillip R. Cox
1c. Richard L. Crandall
1d. Dr. Alexander Dibelius
1e. Dr. Dieter W. Düsedau
1f. Gale S. Fitzgerald
1g. Gary G. Greenfield
1h. Gerrard B. Schmid
1i. Rajesh K. Soin
1j. Alan J. Weber
1k. Dr. Jurgen Wunram
The Board of Directors recommends you vote FOR proposals 2-4:
-
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2018
-
To approve, on an advisory basis, named executive officer compensation
-
To approve amendments to the Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan