📘 What This Document Is

This is a Definitive Proxy Statement (Form DEF 14A). Think of this document as a massive, detailed annual report that focuses entirely on how the company is run. It's not a financial statement showing profit or loss; instead, it tells stockholders what votes they need to cast and who is in charge of the company.

👉 The document is preparing stockholders for the 2026 Annual Meeting of Stockholders, which is set for Wednesday, June 3, 2026.

• Voting Method: The Annual Meeting will be held virtually via webcast. Stockholders need a 16-digit control number to participate.
• Record Date: To be eligible to vote, stockholders must be recorded as owners of common stock or Series A Preferred Stock on March 16, 2026.
• Goal: The entire document lays out the governance framework, the leadership, and the key proposals that require the vote of the stockholders.

🏢 Who Is NCR Voyix?

In simple terms, NCR Voyix Corp is a technology company that provides solutions for modern commerce. They help large retail and restaurant chains run their operations through unified, digital platforms.

👉 They aim to be the global platform-powered leader in unified commerce for shopping and dining, integrating services from point-of-sale (POS) systems to loyalty programs and payment processing.

• Core Business: The company provides technology solutions that streamline the entire customer experience for large retailers and restaurant groups.
• Scale: NCR Voyix operates globally, serving customers across Europe, Asia-Pacific, and the United States.
• Recent Focus: The company has focused on transforming its cost structure and modernizing its software products following the spin-off of the ATM business and other non-core divestitures.

🚀 CEO’s Strategic Vision and Market Momentum

James G. Kelly, the President and CEO, provided a highly optimistic overview of the company's recent efforts, focusing on the transition from a legacy company to a modern, agile platform leader.

👉 The overarching theme is transformation: streamlining the cost structure, deepening customer relationships, and modernizing technology to drive long-term value creation.

• Operational Improvements: The company took "decisive actions to right size our cost structure, streamline operations, insource key functions, and implement our hardware ODM agreement."
• Modernization Focus: The CEO highlighted the modernization of market-leading software products as a key achievement.
• Early Adopters: As of the time of the letter, NCR Voyix has 20 early adopters of its next-generation products in Europe, Asia-Pacific, and the United States.
• Key Wins: They recently secured major customer interest from "one of North America’s largest travel center operators and one of the largest fast-casual restaurant brands," both of which are already testing new solutions.

👥 Board and Leadership Qualifications

The Board has nominated eight individuals for election. The Board emphasized that its directors collectively bring a highly diverse and well-rounded set of professional skills necessary for effective oversight.

👉 Key areas of expertise highlighted among the nominees include finance, technology, retail/restaurant industry experience, and global business knowledge.

• Board Size: The Board currently consists of nine members, and eight individuals are nominated for election.
• Independence: The Board determined that seven of the eight Director Nominees are considered “independent” under both NYSE rules and the Company’s Corporate Governance Guidelines.
• Chairman Transition: Kevin Reddy (appointed since February 2025) served as the Independent Chair of the Board, succeeding James G. Kelly’s role as Executive Chair.
• Director Expertise Metrics: The Board attributes the nominees with:
  • General Business Public Company: 87.5% of nominees.
  • Retail / Restaurant Sector: 4/8 nominees.
  • Financial Expertise: 6/8 nominees.
  • Technology / Digital Products: 6/8 nominees.

🗳️ Proposals Requiring Stockholder Votes

The annual meeting requires stockholders to vote on four major proposals, which are essential actions for the company’s future governance and operations.

👉 These proposals cover electing the governing team, approving how the executives are compensated, ratifying the auditors, and approving the annual incentive plans.

• Proposal 1: Election of Directors: Stockholders vote to elect eight nominees. Each nominee is expected to serve until the next annual meeting and beyond.
• Proposal 2: Say on Pay: This is an advisory, non-binding vote asking stockholders to weigh in on the compensation structure for named executive officers.
• Proposal 3: Independent Accounting Firm: Stockholders vote to ratify PricewaterhouseCoopers LLP as the independent accounting firm for the fiscal year ending December 31, 2026.
• Proposal 4: Stock Incentive Plan: Stockholders vote to approve the 2026 Stock Incentive Plan, which will replace the expiring 2017 Stock Incentive Plan.

🏛️ Corporate Governance Structure and Committees

The Board operates through a highly structured committee system, with each committee giving the Board specific oversight responsibilities. The structure is designed to ensure comprehensive risk and strategic management.

👉 The committees provide specialized oversight, covering everything from cybersecurity to technology strategy, ensuring no major risk or growth area is overlooked.

• Board Leadership: The Independent Chair (Kevin Reddy) has defined responsibilities, including leading meetings, assisting the CEO with the agenda, and guiding the Board on major risks.
• Committees (All committees are comprised solely of independent directors):
  • Audit Committee: Overlooks financial statements, internal controls, and the external accounting firm. It determines the quality and integrity of financial records.
  • Compensation and Human Resource Committee: Reviews and approves executive compensation programs, ensuring they align with stockholder interests and mitigate risk.
  • Committee on Directors and Governance: Responsible for overseeing governance practices, including the composition of the Board and the qualifications of potential directors.
  • Risk Committee: Oversees the entire Enterprise Risk Management (ERM) framework. This includes reviewing top enterprise risks (e.g., cybersecurity, operational, reputational).
  • Technology Committee: Provides oversight on technology strategy, including how the company adopts and uses Artificial Intelligence and manages its product development.
  • Transaction and Finance Committee: Meets on an ad-hoc basis to advise on specific, non-routine financial transactions.

🛡️ Risk and Compliance Oversight

The Board takes a very formal approach to managing risk, dedicating multiple committees to specific threat areas like data privacy and cyberattacks.

👉 The overall commitment is to demonstrate accountability and ethical conduct across all business operations.

• Cybersecurity Focus: The Risk Committee oversees the entire cybersecurity process, reviewing the adequacy and effectiveness of policies and management's steps to mitigate exposures.
• ERM Program: The Board oversees the Enterprise Risk Management (ERM) program. This system is designed to identify, assess, and respond to material risks (including legal, operational, and financial) to protect the company's ability to achieve its strategic objectives.
• Code of Conduct: The company maintains a Code of Conduct, which applies to all directors, officers, and employees, guiding them to act ethically and compliantly.
• Governance Policy: The Board has an overboarding policy, requiring directors to notify the Chair if they join another public company board, to ensure availability to NCR Voyix.

💰 Director and Executive Compensation

This section details how the company pays its leaders, both the CEO and the non-employee directors. It stresses that these payments are structured to promote long-term stock growth.

👉 Compensation is designed to "balance near-term results with long-term success, while mitigating excessive risk-taking."

• Director Compensation: The Program sets the annual retainer cap for non-employee directors at $1 million per calendar year.
• Annual Retainers: For the 2025 Board Year, the annual retainer for non-employee directors was set at $80,000, and the Independent Chair retainer was set at $130,000.
• Committee Fees: The Board revised the compensation for the ad hoc Transaction and Finance Committee to a per-meeting fee structure, capped at $25,000 for the Chair and $10,000 for members, beginning in 2026.
• Equity Grants: The annual equity grant value remained unchanged at $160,000 in 2025. These grants typically vest fully one year after the grant date.
• Clawback Analysis: Following a revision of historical financial statements in Q3 2025, the Compensation Committee reviewed the impact and confirmed that no executive compensation was subject to clawback under applicable law or the company's policy.

🗓️ Where to Find More Information

The Proxy Statement includes important operational details for stockholders who wish to participate in the meeting or who have follow-up questions.

👉 Save these dates and contacts; they are crucial for accessing the annual meeting and further governance materials.

• Meeting Details:
  • Date & Time: 9:30 a.m., Eastern Time, on Wednesday, June 3, 2026.
  • Location: Virtual Meeting via webcast at www.virtualshareholdermeeting.com/VYX2026.
  • Record Date: March 16, 2026.
• Document Availability: The proxy materials and the 2025 Annual Report are available online at www.proxydocs.com/VYX.
• Corporate Secretary Contact: For general governance questions, write to the Corporate Secretary at NCR Voyix Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007.

---

🧠 The Analogy

Think of this Proxy Statement like a detailed instruction manual for a very large cruise ship (the company). It doesn't show the ship's current location (that's the financial report), but it tells you who is on the bridge (the Board), who is in charge of safety (the Risk Committee), how the captain and officers are paid (Compensation), and exactly what votes you need to cast to keep the whole thing running smoothly into the next year.

🧩 Final Takeaway

NCR Voyix is deeply committed to corporate governance and strategic transformation, making governance a key focus. Its immediate priority is modernizing its software into a unified commerce platform, while its board maintains rigorous oversight across technology, risk, and compensation structures.