UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 29, 2024
NCR VOYIX CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 001-00395
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| Maryland | | 31-0387920 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
864 Spring Street NW
Atlanta, GA 30308
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (800) 225-5627
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | VYX | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
NCR Voyix Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders on May 29, 2024 (the “2024 Annual Meeting”). The final results for each of the matters submitted to a vote of the Company’s stockholders at the 2024 Annual Meeting are as follows:
1. Election of Directors. Nine directors were elected to serve a term expiring at the Company's 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualify by the votes set forth in the table below:
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| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| James Kelly | 122,332,034 | 4,325,407 | 196,925 | 16,964,452 |
| David Wilkinson | 124,505,545 | 2,159,714 | 189,107 | 16,964,452 |
| Catherine L. Burke | 122,143,988 | 4,514,688 | 195,690 | 16,964,452 |
| Janet Haugen | 123,935,315 | 2,727,674 | 191,377 | 16,964,452 |
| Irv Henderson | 125,064,674 | 1,583,723 | 205,969 | 16,964,452 |
| Kirk Larsen | 124,268,049 | 2,387,070 | 199,247 | 16,964,452 |
| Laura Miller | 123,968,710 | 2,691,885 | 193,771 | 16,964,452 |
| Kevin Reddy | 124,020,026 | 2,632,861 | 201,479 | 16,964,452 |
| Laura Sen | 123,990,509 | 2,669,960 | 193,897 | 16,964,452 |
2. Non-Binding and Advisory Vote to Approve the Compensation of Named Executive Officers as Disclosed in the Proxy Statement. Named Executive Officer compensation was approved, on a non-binding and advisory basis, by the votes set forth in the table below:
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 122,210,703 | 4,382,804 | 260,859 | 16,964,452 |
3. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 was ratified by the votes set forth in the table below:
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 141,022,329 | 2,635,977 | 160,512 | — |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| NCR Voyix Corporation |
| |
| By: | | /s/ Kelli E. Sterrett |
| | Kelli E. Sterrett |
| | Executive Vice President, General Counsel and Secretary |
Date: May 31, 2024
