Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 2, 2023, the Board of Directors (the “Board”) of Diebold Nixdorf, Incorporated (the “Company”) increased the size of the Board from 12 to 14 members and appointed Marjorie L. Bowen, age 57, and Emanuel R. Pearlman, age 62, to the Board, effective immediately, to fill the vacancies created by the increase. Ms. Bowen’s and Mr. Pearlman’s terms will expire at the Company’s 2023 Annual Meeting of Shareholders. As of the date of this filing, the Board has not determined the Committees on which Ms. Bowen or Mr. Pearlman will serve and will file an amendment to this Form 8-K within four business days after such determination has been made.
Ms. Bowen and Mr. Pearlman’s compensation for service as directors will be consistent with that of the Company’s non-employee directors, as described the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 24, 2022.
There are no related party transactions between the Company and either of Ms. Bowen or Mr. Pearlman that would require disclosure under Item 404(a) of Regulation S-K.
Ms. Bowen and Mr. Pearlman were each identified by the Company as potential Board members in accordance with the requirements of the Transaction Support Agreement dated October 20, 2022, as amended, described in more detail in the Company’s Current Reports on Form 8-K dated October 20, 2022, November 29, 2022, and December 21, 2022 (as amended, the “TSA”). Pursuant to TSA, the Company intends to nominate Ms. Bowen and Mr. Pearlman for election to the Board at the Company’s 2023 Annual Meeting of Shareholders, to succeed two persons who were members of the Board at the time of the execution of the TSA. Accordingly, the Company intends to reduce the size of the Board effective at 2023 Annual Meeting of Shareholders.
Chief Executive Officer Octavio Marquez was elected Chair of the Board of Directors, effective February 2, 2023. Mr. Gary Greenfield will not stand for re-election as director at the Company’s 2023 Annual Meeting of Shareholders. Mr. Greenfield’s decision not to stand for re-election is not the result of any disagreement between Mr. Greenfield and the Company on any matter relating to the operations, policies or practices of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 2, 2023, the Board resolved to amend the Amended and Restated Code of Regulations of the Company (the “Regulations”), effective immediately, to increase the size of the Board from not more than thirteen (13) persons to not more than fourteen (14) persons. Specifically, the first paragraph of Section 1 of Article III of the Regulations is stricken in its entirety and replaced as follows:
Section 1 - Number, Election and Term of Office
Except as otherwise expressly provided in the Articles of Incorporation, the Board of Directors shall be composed of not more than fourteen (14) persons nor less than five (5) persons unless this number is changed by: (1) the shareholders in accordance with the law of Ohio, or (2) the vote of the majority of the Directors in office. Within the foregoing range, the Directors may, by vote of a majority of the Directors in office, set the size of the Board. Any Director’s office created by the Directors by reason of an increase in their number may be filled by action of a majority of the Directors in office.
Except as stated above, the Regulations are unchanged.
The foregoing is a summary of the material change introduced by the new Regulations. A copy of the Regulations of the Company, effective as of February 2, 2023, is included as Exhibit 3.1 of this Current Report on Form 8-K and is incorporated herein by reference.