Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 4, 2022, the Board of Directors (the "Board") of NCR Corporation, a
Maryland corporation (the "Company"), (i) increased the size of the Board from
eleven (11) to twelve (12) directors and (ii) appointed Mr. Joseph E. Reece to
the Board as an independent Company director with a term expiring at the 2023
annual meeting of stockholders of the Company, in the role of independent Lead
Director of the Board. Mr. Reece has not been appointed to any committee of the
Board at this time. The Board has determined the Mr. Reece is independent under
the applicable independence requirements of the New York Stock Exchange, the
Securities Exchange Act of 1934 (as amended, the "Exchange Act") and the Board's
standards for determining director independence set forth in the Company's
Corporate Governance Guidelines and the Company's Director Independence
Standards.
Effective upon his appointment, Mr. Reece became eligible to receive the
standard compensation provided by the Company to its independent Lead Director
of the Board, as most recently disclosed in the Company's proxy statement for
its 2022 annual meeting of stockholders. Effective upon his appointment,
Mr. Reece was appointed independent Lead Director and also received an equity
grant in the form of restricted stock units valued at $250,000 which shall vest,
subject to his continued service, in four equal quarterly installments following
the grant date.
There are no arrangements or understandings between Mr. Reece and any other
person pursuant to which Mr. Reece was elected to the Board. There are no
transactions in which Mr. Reece has or will have an interest that would be
required to be disclosed pursuant to Item 404(a) of Regulation S-K under the
Exchange Act at this time.
Item 7.01. Regulation FD Disclosure.
On November 7, 2022, the Company issued a press release announcing the matters
addressed above. A copy of the press release is furnished with this report as
Exhibit 99.1.
The information furnished under this Item 7.01 of this Current Report on Form
8-K, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes
of Section 18 of the Exchange Act, or otherwise subject to the liabilities of
that section and shall not be deemed to be incorporated by reference in any
filing made by the Company under the Securities Act or the Exchange Act, except
as set forth by specific reference to such filing. This report shall not be
deemed an admission as to the materiality of any information in this report that
is being disclosed pursuant to Regulation FD.
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, dated November 7, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses