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  4. [8-K] DIEBOLD NIXDORF, Inc Reports Material Event

Shareholders at Diebold Nixdorf (NYSE: DBD) back board, KPMG and pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Diebold Nixdorf, Incorporated reported the results of its Annual Meeting of Stockholders held on May 22, 2026. Stockholders elected all eight director nominees to one-year terms, with support generally above 30 million votes for each candidate and limited opposition or abstentions.

They also ratified KPMG LLP as the independent registered public accounting firm for 2026, with 32,979,489 votes for, 325,456 against, and 4,388 abstentions. In addition, stockholders approved, on an advisory basis, the Company’s named executive officer compensation, with 32,241,421 votes for, 252,265 against, 375,391 abstentions, and 440,216 broker non-votes.

Positive

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Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Auditor ratification votes for 32,979,489 votes Ratification of KPMG LLP for 2026
Auditor ratification votes against 325,456 votes Ratification of KPMG LLP for 2026
Executive pay votes for 32,241,421 votes Advisory approval of named executive officer compensation
Executive pay votes against 252,265 votes Advisory approval of named executive officer compensation
Broker non-votes on pay 440,216 votes Advisory vote on named executive officer compensation
Highest director support example 32,862,306 votes Votes for director nominee Maura A. Markus
Director broker non-votes 440,216 votes Applies to each director election proposal
broker non-vote financial
"For | Against | Abstain | Broker Non-Vote 32,241,421 | 252,265 | 375,391 | 440,216"
independent registered public accounting firm financial
"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
named executive officer compensation financial
"approved, on an advisory basis, the Company’s named executive officer compensation"
Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.
Schedule 14A regulatory
"These proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed April 2, 2026."
Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
0000028823False00000288232026-05-222026-05-22

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 22, 2026
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 No.)
     
350 Orchard Avenue NE   
North Canton,Ohio44720-2556
     
(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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par value per shareDBDNew 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 5.07. Submission of Matters to a Vote of Security Holders

At the Diebold Nixdorf, Incorporated (the “Company”) Annual Meeting of Stockholders held on May 22, 2026, the Company’s stockholders: (1) elected each of the Board’s eight (8) 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 2026; and (3) approved, on an advisory basis, the Company’s named executive officer compensation. These proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed April 2, 2026.

Set forth below are the final voting results for each proposal:

Proposal 1: Election of each of the Board’s eight (8) nominees for director

Nominee
For
Against
Abstain
Broker Non-Vote
Arthur F. Anton
32,333,928510,53924,610440,216
Patrick J. Byrne

32,684,043181,3553,679440,216
Matthew J. Espe
32,347,049497,57524,453440,216
Mark Gross
30,877,2211,967,40324,453440,216
Maura A. Markus
32,862,3063,9792,792440,216
Octavio Marquez
32,857,2779,1332,667440,216
David H. Naemura
32,849,13717,2932,647440,216
Dr. Colin J. Parris
32,360,315481,33627,426440,216

Proposal 2: Ratification of Appointment of KPMG LLP

For
Against
Abstain
32,979,489325,4564,388

Proposal 3: Advisory Approval of Named Executive Officer Compensation

For
Against
Abstain
Broker Non-Vote
32,241,421252,265375,391440,216



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:May 26, 2026By:  /s/ Elizabeth C. Radigan
  Name:  Elizabeth C. Radigan
  Title:  Executive Vice President, Chief Administrative Officer and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Diebold Nixdorf (DBD) stockholders approve at the 2026 annual meeting?

Stockholders elected eight directors, ratified KPMG LLP as independent auditor for 2026, and approved named executive officer compensation on an advisory basis. All three management proposals received strong majority support based on the reported vote totals.

How did Diebold Nixdorf (DBD) shareholders vote on director elections in 2026?

Shareholders elected all eight board nominees, each receiving more than 30 million votes for and relatively few votes against or abstentions. This indicates broad support for the current board slate at the 2026 annual meeting.

Was KPMG LLP ratified as Diebold Nixdorf’s (DBD) auditor for 2026?

Yes. Stockholders ratified KPMG LLP as the independent registered public accounting firm for 2026 with 32,979,489 votes for, 325,456 against, and 4,388 abstentions, reflecting strong support for retaining the existing audit firm.

How did Diebold Nixdorf (DBD) shareholders vote on executive compensation in 2026?

On an advisory basis, shareholders approved named executive officer compensation with 32,241,421 votes for, 252,265 against, 375,391 abstentions, and 440,216 broker non-votes. The results show a clear majority in favor of the company’s pay programs.

How many broker non-votes occurred on Diebold Nixdorf (DBD) 2026 proposals?

For director elections and the advisory vote on named executive officer compensation, there were 440,216 broker non-votes. Broker non-votes typically arise when brokers lack authority to vote uninstructed shares on non-routine matters.

Filing Exhibits & Attachments

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