Document
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): February 7, 2017
Diebold Nixdorf, Incorporated
(Exact name of registrant as specified in its charter)
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Ohio | | 1-4879 | | 34-0183970 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio | | | | 44720-8077 |
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Compensation Committee of the Board of Directors of Diebold Nixdorf, Incorporated approved one-time cost synergy performance based share awards (the “Synergy Grants”) to certain executives, including certain named executive officers, on February 7, 2017. The Synergy Grants are intended to incentivize the accelerated achievement of cost reductions and scale efficiencies made possible by the business combination with Wincor Nixdorf Aktiengesellschaft. The grants have a three year performance period ending December 31, 2019, and 50% of the target shares may vest before this date if target cost synergy goals are achieved earlier. Target award values were set as a multiple of base salary. The Synergy Grants were made under our 1991 Equity and Performance Incentive Plan, as amended, and were effective February 8, 2017. This summary is qualified by reference to the form of award agreement attached to this report as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed with this report:
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Exhibit | | |
Number | | Description |
10.1 | | Form of Synergy Grant Performance Share Agreement |
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.
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| | Diebold Nixdorf, Incorporated | |
February 13, 2017 | By: | /s/ Jonathan B. Leiken | |
| | Name: | Jonathan B. Leiken | |
| | Title: | Senior Vice President, Chief Legal Officer and Secretary | |
EXHIBIT INDEX
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Exhibit | | |
Number | | Description |
10.1 | | Form of Synergy Grant Performance Share Agreement |