NCR VOYIX CORPORATION Item 5.07. Submission of Matters to a Vote of Security Holders.
1. Election of Directors. Eleven directors were elected to serve a term
expiring at the Company's 2024 Annual Meeting of Stockholders and until
their successors are duly elected and qualify by the votes set forth in
the table below:
Votes Votes Broker
Nominee Votes For Against Abstained Non-Votes
Mark W. Begor 117,656,321 3,782,447 149,457 15,849,254
Gregory Blank 119,076,114 2,378,677 133,433 15,849,254
Catherine L. Burke 117,926,548 3,528,625 133,052 15,849,254
Deborah A. Farrington 117,713,386 3,760,208 114,631 15,849,254
Michael D. Hayford 120,217,196 1,265,868 105,161 15,849,254
Georgette D. Kiser 118,596,800 2,858,618 132,806 15,849,254
Kirk T. Larsen 118,619,299 2,812,960 155,966 15,849,254
Martin Mucci 119,037,690 2,398,270 152,265 15,849,254
Joseph E. Reece 119,845,044 1,602,362 140,819 15,849,254
Laura J. Sen 120,281,768 1,160,885 145,572 15,849,254
Glenn W. Welling 119,168,961 2,166,920 252,344 15,849,254
2. Non-Binding and Advisory Vote to Approve the Compensation of Named
Executive Officers as Disclosed in the Proxy Statement. Executive
compensation disclosed in the Company's Proxy Statement was approved, on
a non-binding and advisory basis, by the votes set forth in the table
below:
Votes For Votes Against Votes Abstained Broker Non-Votes
101,625,994 19,775,517 186,714 15,849,254
3. Advisory Vote on the Frequency of Future Advisory Votes on the
Compensation of our Named Executive Officers. The holders of shares of
common stock and shares of Series A Convertible Preferred Stock, voting
together as a single class, approved the frequency of future advisory
votes on executive compensation as set forth in the table below:
One Year Two Years Three Years Votes Abstained
115,205,331 305,883 3,303,636 2,773,374
4. 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, 2023 was ratified by the votes set forth in the table below.
Votes For Votes Against Votes Abstained Broker Non-Votes
135,147,310 1,912,750 377,419 0
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With respect to the proposal to amend the Company's 2017 Stock Incentive Plan,
the Company has actively engaged with stockholders. As previously disclosed, to
allow additional time for the Company to engage with stockholders regarding the
proposal to amend the Company's 2017 Stock Incentive Plan at the 2023 Annual
Meeting, the Chairman of the meeting determined, in his discretion, to adjourn
the 2023 Annual Meeting with respect to this proposal (and only this proposal)
until
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The Board appointed
Item 7.01. Regulation FD Disclosure.
On
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as set forth by specific reference to such filing. This report shall not be deemed an admission as to the materiality of any information in this report that is being disclosed pursuant to Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit Description 99.1 Press Release, datedMay 4, 2023 104 Cover Page Interactive Data File, formatted in Inline XBRL. 3
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