NCR Atleos Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 28, 2025, the Board of Directors (the “Board”) of NCR Atleos Corporation (the “Company”) approved and adopted, effective as of such date, amendments to the Company’s bylaws, amending and restating them in their entirety (as amended, the “Second Amended and Restated Bylaws”).
The Second Amended and Restated Bylaws (i) clarify and enhance procedural and disclosure requirements related to the Company’s advance notice procedures for stockholder proposals and director nominations to be brought before an annual meeting of stockholders, including, among other changes, to clarify receipt of notices, remove references to persons “acting in concert” from the definition of stockholder associated persons and references to their affiliates, include a reference to members of groups and clarify the meaning of support in certain instances; (ii) remove specific date references to the 2023 and 2024 annual meeting and proxy statement; (iii) confirm the Board’s authority to modify committee membership, dissolve committees, adjust delegations and remove certain Company officers; and (iv) make certain other clarifying and conforming changes, including, among others, changes regarding officer resignations and adding and clarifying certain references to the lead director.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Second Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and 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 | |
| 3.1 | Second Amended and Restated Bylaws of NCR Atleos Corporation, dated as of October 28, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| NCR Atleos Corporation | ||
| By: | /s/ Ricardo J. Nuñez | |
| Ricardo J. Nuñez | ||
| Executive Vice President, General Counsel and Corporate Secretary | ||
Date: October 28, 2025