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MarketScreener Homepage  >  Equities  >  Nyse  >  NCR Corporation    NCR

NCR CORPORATION

(NCR)
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NCR CORP : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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06/19/2019 | 05:24pm EDT

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

(a) On June 19, 2019, NCR Corporation, a Maryland corporation ("NCR" or the "Company"), filed Articles of Amendment and Restatement with the State Department of Assessments and Taxation of Maryland. The Articles of Amendment and Restatement revised Section 6.2 thereof to provide that, notwithstanding any provision of law requiring any action to be taken or approved by the affirmative vote of stockholders entitled to cast a greater number of votes, and except as may otherwise be specifically provided elsewhere in the Company's charter or the Amended and Restated Bylaws of the Company, as amended and as may be amended from time to time, any such action shall be effective and valid if declared advisable by the Board of Directors of the Company and taken or approved by the affirmative vote of stockholders entitled to cast a majority of all the votes entitled to be cast on the matter. The requirement that the Board first declare the action advisable contained in the prior sentence is required by the Maryland General Corporation Law (the "MGCL") for approval of charter amendments and other extraordinary transactions as described in the Definitive Proxy Statement filed by the Company with the Securities and Exchange Commission on March 15, 2019.

The Articles of Amendment and Restatement also indicate the current size and members of the Company's Board of Directors, the number of authorized shares of Series A Convertible Preferred Stock, liquidation preference $1,000 per share, and the Company's notice address.

The foregoing description of the Articles of Amendment and Restatement is qualified in its entirety by reference to a copy of such Articles of Amendment and Restatement filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company held its 2019 Annual Meeting of Stockholders on April 24, 2019 (the "2019 Annual Meeting"). At the 2019 Annual Meeting, the Chairman of the meeting adjourned the meeting until Thursday, May 30, 2019, at 9:00 a.m. Eastern Time (the "May 30 Reconvened Meeting"), with respect to the proposal to amend and restate the charter of Company to eliminate the supermajority provisions contemplated by the MGCL and the Company's charter and make certain conforming changes to the charter (the "Proposal") to allow for additional voting. At the May 30 Reconvened Meeting, the Chairman of the meeting again adjourned the meeting until Tuesday, June 18, 2019, at 1:30 p.m. Eastern Time (the "June 18 Reconvened Meeting") with respect to the Proposal to allow for further voting.

(b) At the June 18 Reconvened Meeting, the holders of shares of the Company's common stock, par value $0.01 per share, and Series A Convertible Preferred Stock, liquidation preference $1,000 per share, voting together as a single class, approved the amendment to Section 6.2 of the Company's charter, which required the affirmative vote of a majority of the voting power of shares of outstanding stock of the Company entitled to vote thereon, but did not approve the amendments included in the Proposal relating to the elimination of the supermajority voting provisions or the changes to the Company's charter to conform the language more closely to the MGCL, which required the affirmative vote of holders representing eighty percent or more of the voting power of all shares of outstanding stock of the Company entitled to vote generally in the election of directors.

--------------------------------------------------------------------------------

A summary of the votes is set forth in the table below:



            Votes For    Votes Against   Votes Abstained   Broker Non-Votes
           112,386,888     2,657,471         174,570          11,283,385

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are attached with this current report on Form 8-K:



   Exhibit No.   Description

   3.1             Articles of Amendment and Restatement of NCR Corporation

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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Financials ($)
Sales 2019 6 514 M
EBIT 2019 758 M
Net income 2019 335 M
Debt 2019 3 022 M
Yield 2019 -
P/E ratio 2019 18,43
P/E ratio 2020 14,38
EV / Sales 2019 1,03x
EV / Sales 2020 0,96x
Capitalization 3 697 M
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Mean consensus OUTPERFORM
Number of Analysts 7
Average target price 35,3 $
Spread / Average Target 15%
EPS Revisions
Managers
NameTitle
Michael Dale Hayford President, Chief Executive Officer & Director
Frank R. Martire Executive Chairman
Owen J. Sullivan Chief Operating Officer
Andre John Fernandez Chief Financial Officer & Executive Vice President
William T. VanCuren Chief Information Officer & Senior Vice President
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