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

Year.

On and effective as of March 7, 2023, the Board of Directors (the "Board") of NCR Corporation (the "Company") approved an amendment to the Company's amended and restated bylaws (as amended, the "Bylaws") to, among other things:



    •     provide that the Board may, in its sole discretion, determine that an
          annual meeting not be held at any place, but instead be held partially or
          solely by means of remote communications;



    •     enhance procedural mechanisms in connection with stockholder nominations
          of directors to require a stockholder delivering a nomination notice
          pursuant to the advance notice provisions of the Bylaws to, among other
          things, fully comply with Rule 14a-19 under the Securities Exchange Act
          of 1934, as amended, and other applicable law and provide reasonable
          evidence and other information to the Board that such stockholder has met
          the requirements of Rule 14a-19 and complied with the Bylaws;



    •     require a stockholder directly or indirectly soliciting proxies from
          other stockholders to use a proxy card color other than white; and



    •     make various other conforming, technical, modernizing and clarifying
          changes.

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein. In addition, a marked copy of the Bylaws showing all changes made to the Company's prior bylaws is attached hereto as Exhibit 3.2.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
No.       Exhibit Description

3.1         Amended and Restated Bylaws of NCR Corporation

3.2         Marked Amended and Restated Bylaws of NCR Corporation

104       Cover Page Interactive Data File, formatted in Inline XBRL.



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