| Item 5.02 | Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 28, 2023, holders (the “Consenting Majority Stockholders”) of a majority of the common stock, par value $0.01 per share (the “Common Stock”), of Diebold Nixdorf, Incorporated (the “Company”) delivered to the Company a written consent (the “Written Consent”) approving the adoption of an amendment (the “Plan Amendment”) to the Diebold Nixdorf, Incorporated 2023 Equity and Incentive Plan (the “2023 Plan”) to make certain changes to the 2023 Plan’s limits on non-employee director compensation.
The 2023 Plan previously provided that non-employee members of the Board of Directors of the Company (the “Board”) would not be granted more than (a) $1,000,000 in compensation for such service in the year in which they are first appointed or elected to serve on the Board and (b) $750,000 in compensation for such service in any other calendar year. The Plan Amendment deletes both limits on non-employee director compensation granted during the calendar year 2023 and provides that, beginning in calendar year 2024 and in each calendar year thereafter, in no event will any non-employee Board members in any calendar year be granted non-employee director compensation with an aggregate maximum value (measured as of the applicable date of grant, and calculating the value of any awards granted under the 2023 Plan, as amended by the Plan Amendment, based on the grant date fair value for financial reporting purposes) in excess of $750,000 for such calendar year, provided that such limit will not apply for the calendar year during which such non-employee Board member is first appointed or elected to the Board.
The Written Consent also approved the following non-employee director compensation (the “2023 Director Compensation”) to be provided in the form of cash compensation and equity grants to be made under the 2023 Plan as modified by the Plan Amendment:
| | • | | Director cash retainer, paid quarterly in advance and effective as of October 1, 2023, at an annual rate of 100,000 per year; |
| | • | | Additional cash retainer, paid quarterly in advance and effective as of October 1, 2023, for the Chair of each of the chartered committees of the Board at an annual rate of $25,000 per year; |
| | • | | Additional cash retainer, paid quarterly in advance and effective as of October 1, 2023, for the non-executive Chairman of the Board at an annual rate of $100,000; |
| | • | | Grant of 40,000 restricted stock units, generally designed to vest ratably in annual installments over four years, subject to alternative vesting (in whole or in part) based on certain events including death, disability, requested resignation or a Company change in control, with a grant date determined by the Board, all as further described in the award agreement for such award; and |
| | • | | Grant of stock options with respect to 80,000 shares of the Common Stock (100,000 shares of Common Stock, in the case of the non-executive Chairman of the Board), generally designed to vest ratably in annual installments over four years, subject to alternative vesting (in whole or in part) based on certain events including death, disability, requested resignation or a Company change in control, subject to an exercise price of $30 per share and with a grant date determined by the Board, all as further described in the award agreement for such award. |
The summary of the Plan Amendment in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed herewith as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 28, 2023, there were a total of 37,566,668 shares of Common Stock issued and outstanding. Each share is entitled to one vote. As of November 28, 2023, the Consenting Majority Stockholders beneficially owned an aggregate of 19,446,502 shares of Common Stock, representing a majority of the outstanding shares. Accordingly, the Written Consent constituted approval of the adoption of the Plan Amendment and the 2023 Director Compensation by the Company’s stockholders.
