EQS-CMS: Diebold Nixdorf, Incorporated: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

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): January 19, 2023

Diebold Nixdorf, Incorporated

(Exact Name of Registrant as Specified in its Charter)

Registrants 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:
 

Securities registered pursuant to Section 12(b) of the Act:

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

On January 19, 2023, the board of directors (the Board) of Diebold Nixdorf, Incorporated (the Company) approved cash retention awards (the Retention Award) for certain members of the Companys leadership team, including certain named executive officers, Octavio Marquez ($500,000), Olaf Heyden ($400,000) and Jonathan Leiken ($400,000). The Retention Award for each executive is governed by the terms of a retention award letter (the Letter Agreement).

The Retention Award will be payable 70% on or before February 28, 2023 (the First Installment) and 30% on or before July 15, 2023 (the Second Installment and together with the First Installment, the Installments), in each case subject to the executives continued employment through the payment date of each Installment. Additionally, payment of the Second Installment will be contingent upon approval of the Board.

Each Installment of the Retention Award is subject to clawback and repayment by the executive if, prior to the one year anniversary of the payment of each Installment, the executive voluntarily resigns or the executives employment is terminated by the Company with cause (as defined in the Letter Agreement). 

The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Letter Agreement which will be filed as an exhibit to the Companys Annual Report on Form 10-K for the year ending December 31, 2022.

SIGNATURE

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.