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): May 6, 2022 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.) 50 Executive Parkway, P.O. Box 2520 Hudson, Ohio 44236 (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 per 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 May 6, 2022 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 3,200,000 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 24, 2022. The foregoing description, and the summary contained in the Company’s 2022 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 May 6, 2022, the Company’s shareholders: (1) elected each of the Board’s twelve (12) 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 2022; (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 24, 2022. Set forth below are the final voting results for each proposal: Proposal No. 1: Election of twelve (12) directors : For Against Abstain Broker Non-Vote Arthur F. Anton 55,441,957 4,635,238 63,843 8,143,154 Bruce H. Besanko 58,677,036 1,392,149 71,853 8,143,154 Reynolds C. Bish 57,929,724 2,138,653 72,660 8,143,154 William A. Borden 58,951,988 1,114,605 74,445 8,143,154 Ellen M. Costello 58,308,292 1,767,319 65,427 8,143,154 Phillip R. Cox 56,185,477 3,453,470 502,091 8,143,154 Dr. Alexander Dibelius 58,736,670 1,336,851 67,516 8,143,154 Matthew Goldfarb 58,759,526 1,323,888 57,624 8,143,154 Gary G. Greenfield 58,587,658 1,486,602 66,777 8,143,154 Octavio Marquez 59,117,909 956,587 66,541 8,143,154 Kent M. Stahl 57,930,366 2,141,703 68,969 8,143,154 Lauren C. States 58,604,499 1,467,167 69,371 8,143,154 Proposal No. 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2022: For Against Abstain 67,084,240 1,165,355 34,596 Proposal No. 3: Approve, on an advisory basis, named executive officer compensation: For Against Abstain Broker Non-Votes 57,220,923 2,182,545 737,569 8,143,154 Proposal 4: Approve an amendment to the Diebold Nixdorf, Incorporated 2017 Equity and Performance Incentive Plan: For Against Abstain Broker Non-Votes 56,047,463 3,368,907 724,668 8,143,154 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 May 6, 2022 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 11, 2022 By: /s/ Jonathan B. Leiken Name: Jonathan B. Leiken Title: Executive Vice President, Chief Legal Officer and Secretary