dbd-20260522

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 22, 2026

Diebold Nixdorf, Incorporated

(Exact name of registrant as specified in its charter)

_________________________________________________

Delaware

1-4879

34-0183970

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

350 Orchard Avenue NE

North Canton,

Ohio

44720-2556

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (330) 490-4000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

DBD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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

At the Diebold Nixdorf, Incorporated (the “Company”) Annual Meeting of Stockholders held on May 22, 2026, the Company’s stockholders: (1) elected each of the Board’s eight (8) nominees for director to serve one-year terms or until the election and qualification of a successor; (2) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year 2026; and (3) approved, on an advisory basis, the Company’s named executive officer compensation. These proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed April 2, 2026.

Set forth below are the final voting results for each proposal:

Proposal 1: Election of each of the Board’s eight (8) nominees for director


Nominee	For	Against	Abstain	Broker Non-Vote
Arthur F. Anton	32,333,928	510,539	24,610	440,216
Patrick J. Byrne	32,684,043	181,355	3,679	440,216
Matthew J. Espe	32,347,049	497,575	24,453	440,216
Mark Gross	30,877,221	1,967,403	24,453	440,216
Maura A. Markus	32,862,306	3,979	2,792	440,216
Octavio Marquez	32,857,277	9,133	2,667	440,216
David H. Naemura	32,849,137	17,293	2,647	440,216
Dr. Colin J. Parris	32,360,315	481,336	27,426	440,216

Proposal 2: Ratification of Appointment of KPMG LLP


For	Against	Abstain
32,979,489	325,456	4,388

Proposal 3: Advisory Approval of Named Executive Officer Compensation


For	Against	Abstain	Broker Non-Vote
32,241,421	252,265	375,391	440,216

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Diebold Nixdorf, Incorporated

Date:

May 26, 2026

By:

/s/ Elizabeth C. Radigan

Name:

Elizabeth C. Radigan

Title:

Executive Vice President, Chief Administrative Officer and Secretary