🧾 What This Document Is

This is a DEF 14A, also known as a "proxy statement." It's a mandatory SEC filing that gives shareholders the information they need to vote on important company matters at the annual meeting. Think of it as the company's official invite and instruction manual for its yearly shareholder gathering.

In this case, Diebold Nixdorf is asking shareholders to vote on three key things: electing the board of directors, approving the auditor, and giving an advisory vote on executive pay.

🏢 What The Company Does

👉 In simple terms, Diebold Nixdorf makes and services the machines and software that help banks and retailers operate. They are famous for ATMs, but also provide security systems for bank branches, checkout technology for stores, and the software that runs it all. They help physical locations become more automated and digital.

💰 Financial Highlights & 2025 Performance

The CEO's letter paints a picture of a strong 2025, which is crucial context for the votes. Key highlights include:

• Stable Growth: Secured wins in branch modernization and saw increased adoption of ATM recyclers and AI-powered software.
• Operational Efficiency: Their "Lean" system improved profit margins and made the business more predictable.
• Fortress Balance Sheet: The company's financial health is strong, reflected in two credit rating upgrades during 2025.
• Key Metric: As of the record date (March 23, 2026), there were 34,809,149 shares of common stock outstanding that can vote.

🚀 Key Moves: The Three Shareholder Proposals

Here’s what you’re actually voting on:

1. Election of Directors 👨‍💼👩‍💼 The board recommends voting FOR all 8 nominees. This is the core governance vote.

• Who's on the Ballot: A mix of experienced leaders. Seven are "independent" (no material ties to the company), including the Non-Executive Chair, Patrick J. Byrne. The only non-independent director is the CEO, Octavio Marquez.
• Why It Matters: This group sets the company's strategy and oversees management. Their combined expertise covers banking, technology, finance, and retail—key industries for Diebold Nixdorf.

2. Ratification of Auditor 📊 The board recommends voting FOR KPMG LLP as the independent accounting firm for 2026. This is a routine but important vote to ensure oversight of the company's financial books.

3. Advisory Vote on Executive Pay ("Say-on-Pay") 💼 The board recommends voting FOR the compensation of the named executive officers. This is a non-binding vote, but it sends a strong signal to the board about shareholder sentiment on pay packages.

👥 Board & Governance: Who's in Charge?

The board is supported by three key committees, each with a specific focus:

• Audit Committee (Chair: Arthur F. Anton): Oversees financial reporting, internal controls, and the external auditor. The board has designated Anton, Gross, Naemura, and Markus as "financial experts."
• People & Compensation Committee (Chair: Matthew J. Espe): Designs and approves executive pay, ensuring it aligns with company performance.
• Nomination & Governance Committee (Chair: Mark Gross): Identifies director candidates and oversees corporate governance rules and board evaluations.

💼 Executive Compensation: How The Top Team Gets Paid

The detailed compensation discussion shows a "pay-for-performance" philosophy. Here’s the simple breakdown:

• Philosophy: Pay is designed to be competitive and tied directly to company results. Most pay is "at-risk"—meaning it depends on hitting financial and strategic goals.
• Mix: Compensation includes a base salary, an annual cash bonus (based on yearly goals), and long-term incentives like stock awards (which tie executives' wealth to the stock price over several years).
• Key Detail: The CEO, Octavio Marquez, received a one-time "emergence grant" in 2022 after the company's restructuring, designed to align his interests with long-term recovery and growth.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: A clear strategic focus on automation and software, demonstrated operational improvements, a strengthened balance sheet, and a board with deep relevant industry experience.
• ⚠️ Risks: The company operates in highly competitive, fast-evolving industries (banking tech and retail). Success depends on continued innovation, managing global operations, and navigating economic cycles that affect bank and retail spending.

🧠 The Analogy

Voting on this proxy is like approving the coach and the game plan for your favorite sports team. You're electing the board (the coaches), confirming the scorekeeper (the auditor), and giving a thumbs-up on how the star players are rewarded (executive pay). The strong 2025 performance report card suggests the current game plan is working, but the season ahead still has its challenges.

📇 Key Contacts & People

• CEO & President: Octavio Marquez
• Board Chair (Non-Executive): Patrick J. Byrne
• Corporate Secretary & Contact for Meeting: Elizabeth Radigan
• Address: 350 Orchard Avenue NE, P.O. Box 3077, North Canton, Ohio 44720
• Phone: (330) 490-4000
• Virtual Meeting Website: www.virtualshareholdermeeting.com/DBD2026
• Voting Website: www.proxyvote.com
• Committee Contact Emails:
  • Audit Chair: [email protected]
  • Nomination & Governance Chair: [email protected]
  • People & Compensation Chair: [email protected]

🧩 Final Takeaway

Diebold Nixdorf presents itself as a company that has successfully stabilized and is now focused on growth after a restructuring. The upcoming shareholder vote is largely about continuity—re-electing the board and management team that delivered a strong 2025, and endorsing their approach to running the company and compensating its leaders.