Item 5.02. Departure of Directors of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 7, 2020, the Board of Directors (the "Board") of NCR Corporation
(the "Company") voted on and approved an increase in the size of the Board from
twelve to thirteen directors, and the Company announced the election of
Georgette D. Kiser to the Board to serve until the next annual meeting of
stockholders following her appointment and until her successor is duly elected
and qualifies, or until her earlier resignation or removal. Ms. Kiser has not
been appointed to any committees of the Board at this time.
Effective upon appointment, Ms. Kiser became eligible to receive the standard
compensation provided by the Company to its non-employee directors, as most
recently disclosed in the Company's proxy statement for its 2019 annual meeting
of stockholders. There is no arrangement or understanding between Ms. Kiser and
any other persons pursuant to which either was selected as a director, and
Ms. Kiser does not have a direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Board determined that Ms. Kiser is independent under the independence
standards of the New York Stock Exchange and the Company's Board of Director
Corporate Governance Guidelines.
A copy of the press release announcing the appointment of the new director is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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
99.1 Press Release issued by NCR Corporation, dated February 10, 2020.
104 Cover Page Interactive Data File (the cover page XBRL tags are
embedded within the Inline XBRL document).
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