8-K

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): September 22, 2023

Diebold Nixdorf, Incorporated

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-4879	34-0183970
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

50 Executive Parkway, P.O. Box 2520 Hudson, OH	44236
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (330) 490-4000

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:

☐ 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:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.01 par value per share	DBD	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. ☐

Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 22, 2023, the Board of Directors (the “Board”) of Diebold Nixdorf, Incorporated (the “Company”) increased the size of the Board from seven to eight members and appointed Patrick J. Byrne, age 63, Matthew J. Espe, age 65, Mark Gross, age 60, and David H. Naemura, age 64, to the Board, effective immediately, to fill the three prior vacancies on the Board as well as the additional vacancy created by the increase. Each new director’s term will expire at the Company’s 2024 Annual Meeting of Shareholders. In addition, Mr. Byrne was appointed as Chair of the Board.

The Board has determined that each of Messrs. Byrne, Espe, Gross and Naemura is an independent director under the New York Stock Exchange listing standards and the Company’s director independence guidelines, as set forth in its Categorical Independence Standards for Directors (available on the Company’s website at www. investors.dieboldnixdorf.com).

At their appointment, each new director’s compensation for service as a director will be in accordance with the Company’s non-employee director compensation program, which is in the process of being established.

There are no related party transactions between the Company and any of the new directors that would require disclosure under Item 404(a) of Regulation S-K.

Each of the new directors was identified by the Company as potential Board members in accordance with the requirements of the Restructuring Support Agreement, dated as of May 30, 2023, described in more detail in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on May 30, 2023.

Item 7.01 Regulation FD Disclosure.

On September 28, 2023, the Company issued a press release announcing the appointment of the new directors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of Diebold Nixdorf, Incorporated, dated September 28, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

		Diebold Nixdorf, Incorporated
Date: September 28, 2023	By:	/s/ Elizabeth C. Radigan
		Elizabeth C. Radigan
		Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

  Press Release

Media Relations	Investor Relations
Mike Jacobsen, APR	Chris Sikora
+1 330 490 4498	+1 330 490 4242
michael.jacobsen@dieboldnixdorf.com	christopher.sikora@dieboldnixdorf.com

FOR IMMEDIATE RELEASE:

Sept. 28, 2023

Diebold Nixdorf Announces Four New Appointments to its Board of Directors

New directors bring strong operational and financial leadership experience from major industries

HUDSON, Ohio – Diebold Nixdorf (NYSE: DBD) today announced that it expanded the size of its board of directors to seven independent members plus its chief executive officer. The company also announced the recent appointment of four new, independent directors, all of whom bring significant experience in operational excellence and driving financial performance. Patrick Byrne, Matthew Espe, Mark Gross and David Naemura joined the board effective Sept. 22, 2023. Mr. Byrne was appointed as chair of the board.

• Patrick Byrne is senior vice president of operational transformation at GE. In his role, he is responsible for driving GE’s priorities around safety, quality, delivery and cost. Previously, Byrne served as chief executive officer of GE Digital, where he led the company’s software businesses focused on digital transformation. Prior to GE, Byrne was at Fortive and Danaher, where he led multiple technology businesses. He has served as a member of the board of directors for multiple publicly traded companies, including currently serving as chairman of Verra Mobility and previously serving as an independent director at Micron Technology.

• Matthew Espe serves as a board member and advisor to public companies, private equity firms and non-profit organizations. In January 2017, he was recruited by Sterling Partners to lead the transformation of Radial Inc. and oversaw the successful sale of the company. He previously served as chief executive officer of Armstrong World Industries, chairman and chief executive officer of IKON Office Solutions, and held various roles at GE, including president and chief executive officer of GE Lighting. He currently serves as an independent director at WESCO International, Anywhere Real Estate, Inc., and Korn Ferry.

• Mark Gross is an executive with more than 25 years of critical leadership experience, financial expertise and deep insight in leading business transformations. He currently serves as executive chairman of Southeastern Grocers, co-chairman of Northeast Grocery Inc., and as a board member and chairman of the audit committee of Acosta. He previously served as president and chief executive officer of Supervalu, was Co-President of C&S Wholesale Grocers, Inc., founded Surry Investment Advisors, and was an attorney in the Restructuring Group at Skadden, Arps, Slate, Meagher and Flom.

• David Naemura is the chief financial officer of Neogen Corporation. Prior to that role, he served as chief financial officer of Vontier Corporation, previously served as chief financial officer of Gates Industrial Corporation and was a group chief financial officer at Danaher Corporation. He began his career as an auditor at Deloitte & Touche.

With these most recent appointments, Diebold Nixdorf’s board now consists of eight directors. Octavio Marquez, Diebold Nixdorf’s president and chief executive officer, will continue to serve as a non-independent director, and the new directors join the following independent directors of the company’s board:

• Arthur F. Anton is the retired chairman and chief executive officer of the Swagelok Company and former partner at Ernst & Young LLP. He is currently a director of The Sherwin Williams Company, lead director of Olympic Steel, chairman and director of SunCoke Energy, and a former director of University Hospitals Health System in Cleveland, Ohio.

• Marjorie L. Bowen is a retired managing director at Houlihan Lokey, where she headed the firm’s industry-leading fairness opinion practice. Since 2007, she has served on numerous public and private boards and is currently the chair of the audit committee and a board member of CBL Properties.

• Emanuel R. Pearlman is the founder, chairman and chief executive officer, Liberation Investment Group. He is currently a director of MidCap Financial Investment Corporation and director and chair of the audit committee of Network-1 Technologies.

Octavio Marquez, Diebold Nixdorf president and chief executive officer, said: “I am excited about the composition of the new board, which will provide strong leadership around operations, finance, and corporate governance. Our focus remains on delivering best-in-class solutions to our customers and creating value for our stakeholders. I couldn’t be more optimistic about the future of Diebold Nixdorf.”

Patrick Byrne, incoming Diebold Nixdorf chair, said: “I am honored to take on the role of chair at such an exciting time for Diebold Nixdorf. I look forward to working closely with Octavio and the leadership team as we focus on long-term success, growth, and operational performance. I strongly support Diebold Nixdorf’s customer-centric culture and its commitment to delivering for all its stakeholders. I look forward to helping lead the company through such an exciting part of its journey.”

Spencer Stuart advised the company and its largest shareholders in the Board search process.

About Diebold Nixdorf

Diebold Nixdorf, Incorporated (NYSE: DBD) automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the world’s top 100 financial institutions and top 25 global retailers, our integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. The company has a presence in more than 100 countries with approximately 21,000 employees worldwide. Visit www.DieboldNixdorf.com for more information.

LinkedIn: www.linkedin.com/company/diebold

Twitter: twitter.com/dieboldnixdorf

Facebook: www.facebook.com/DieboldNixdorf

YouTube: www.youtube.com/dieboldnixdorf

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XML

Document and Entity Information	Sep. 22, 2023
Cover [Abstract]
Entity Registrant Name	DIEBOLD NIXDORF, Inc
Amendment Flag	false
Entity Central Index Key	0000028823
Document Type	8-K
Document Period End Date	Sep. 22, 2023
Entity Incorporation State Country Code	DE
Entity File Number	1-4879
Entity Tax Identification Number	34-0183970
Entity Address, Address Line One	50 Executive Parkway
Entity Address, Address Line Two	P.O. Box 2520
Entity Address, City or Town	Hudson
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44236
City Area Code	(330)
Local Phone Number	490-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, $0.01 par value per share
Trading Symbol	DBD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false