Executive Change · Shareholder Vote

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):   April 30, 2021 Diebold Nixdorf, Incorporated   (Exact name of registrant as specified in its charter) _________________________________________________  Ohio   1-4879   34-0183970           (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer  Identification No.)           5995 Mayfair Road, P.O. Box 3077,       North Canton, Ohio 44720-8077           (Address of principal executive offices)       (Zip Code) Registrant's telephone number, including area code: ( 330 )  490-4000 Not Applicable   Former name or former address, if changed since last report 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 shares, $1.25 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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e)     Adoption of an Amendment to the 2017 Equity and Performance Incentive Plan On April 30, 2021 the shareholders of Diebold Nixdorf, Incorporated (the “Company”) approved an amendment to the Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan (the “2017 Plan”) at the Company’s Annual Meeting of Shareholders (the “Annual Meeting”). The Company’s Board of Directors (the “Board”) previously adopted the amendment to the 2017 Plan based on the recommendation of the Compensation Committee (the “Committee”) and subject to the approval of the shareholders at the Annual Meeting. This amendment authorizes an additional 1,700,000 common shares for issuance under the 2017 Plan. The amended 2017 Plan is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed March 19, 2021. The foregoing description, and the summary contained in the Company’s 2021 Proxy Statement, are qualified in their entirety by reference to the full text of the 2017 Plan, as amended, which is filed as Exhibit 10.1 to this Form 8-K. Item 5.07.    Submission of Matters to a Vote of Security Holders. At the Company’s Annual Meeting held on April 30, 2021, the Company’s shareholders: (1) elected each of the Board’s eleven (11) nominees for director to serve one-year terms or until the election and qualification of a successor; (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2021; (3) approved, on an advisory basis, our named executive officer compensation; and (4) approved an amendment to the 2017 Plan. These proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed March 19, 2021. Set forth below are the final voting results for each proposal: Proposal No. 1: Election of eleven (11) directors :                      For                     Against                      Abstain Broker Non-Vote Arthur F. Anton 54,529,322 4,182,829 141,547 9,334,752 Bruce H. Besanko 57,897,574 815,024 141,100 9,334,752 Reynolds C. Bish 57,653,610 1,055,599 144,489 9,334,752 Ellen M. Costello 57,854,142 858,812 140,744 9,334,752 Phillip R. Cox 56,076,874 2,650,948 125,876 9,334,752 Dr. Alexander Dibelius 57,844,833 888,702 120,163 9,334,752 Matthew Goldfarb 57,848,840 862,329 142,529 9,334,752 Gary G. Greenfield 57,854,488 876,604 122,606 9,334,752 Gerrard B. Schmid 57,899,917 834,268 119,513 9,334,752 Kent M. Stahl 57,674,357 1,035,696 143,645 9,334,752 Lauren C. States 58,455,414 256,303 141,981 9,334,752 Proposal No. 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2021: For Against Abstain 66,994,467 1,013,205 180,778 Proposal No. 3: Approve, on an advisory basis, named executive officer compensation:      For Against Abstain Broker Non-Votes 50,558,932 8,028,206 266,560 9,334,752 Proposal 4: Approve an amendment to the Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan: For Against Abstain Broker Non-Votes 54,127,382 4,481,619 244,697 9,334,752 Item 9.01 Financial Statements and Exhibits   (d) Exhibits.         Exhibit     Number   Description 10.1   Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan, as amended April 30, 2021. 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 May 5, 2021 By:   /s/ Jonathan B. Leiken     Name:   Jonathan B. Leiken     Title:   Senior Vice President, Chief Legal Officer and Secretary