NCR Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Leadership Update, Other Events, Financial Statements and Exhibits

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): October 13, 2023

NCR VOYIX CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number 001-00395

864 Spring Street NW

Atlanta, GA 30308

(Address of principal executive offices, and zip code)

Registrant’s telephone number, including area code: (937) 445-1936

NCR Corporation

(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 (see General Instruction A.2 below):

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

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. 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. ☐

On October 16, 2023 (the “Closing Date”), NCR Voyix Corporation, a Maryland corporation (“Voyix”), which, prior to the Name Change (as defined below) was known as NCR Corporation, entered into definitive agreements with NCR Atleos Corporation, a Maryland corporation, and, prior to the Spin-Off (as defined below), a wholly-owned subsidiary of Voyix (“Atleos”). The definitive agreements were entered into in connection with Voyix’s previously announced plan to separate into two independent, publicly-traded companies, in a transaction in which Voyix will retain its Retail, Hospitality and Digital Banking businesses and spin off its Self-Service Banking, Payments & Network and Telecommunications and Technology businesses to Voyix’s common stockholders (the “Spin-Off”). The definitive agreements entered into between Voyix and Atleos in connection with the Spin-Off set forth the terms and conditions of the Spin-Off and provide a framework for Voyix’s relationship with Atleos following the Spin-Off, including the allocation between Voyix and Atleos of Voyix’s and Atleos’ assets, liabilities and obligations attributable to periods prior to, at and after the Spin-Off. These agreements include the Separation and Distribution Agreement (as described below), which contains certain key provisions related to the Spin-Off, as well as a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement, a Patent and Technology Cross-License Agreement, a Trademark License and Use Agreement, a Master Services Agreement and a Manufacturing Services Agreement (each, as described below) (collectively, the “Separation Agreements”).

Separation and Distribution Agreement

The Separation and Distribution Agreement sets forth Atleos’s agreement with Voyix regarding the principal transactions necessary to separate Atleos from Voyix. It also sets forth other agreements that govern certain aspects of Atleos’s relationship with Voyix after the Closing Date.

Transfer of Assets and Assumption of Liabilities. The Separation and Distribution Agreement identifies assets transferred, liabilities assumed and contracts assigned to each of Atleos and Voyix as part of the reorganization of Voyix. In particular, the Separation and Distribution Agreement provides that, subject to the terms and conditions contained in the Separation and Distribution Agreement:

The allocation of liabilities with respect to taxes, except for payroll taxes and reporting and other tax matters expressly covered by the Employee Matters Agreement, are solely covered by the Tax Matters Agreement.

Except as may expressly be set forth in the Separation and Distribution Agreement or any ancillary agreement, all assets are transferred on an “as is,” “where is” basis and the respective transferees will bear the economic and legal risks that any conveyance will prove to be insufficient to vest in the transferee good title, free and clear of any security interest, that any necessary consents or governmental approvals are not obtained, and that any requirements of laws or judgments are not complied with.

Releases and Indemnifications. Except as otherwise provided in the Separation and Distribution Agreement or any ancillary agreement, each party releases and forever discharges the other party and its subsidiaries and affiliates from all liabilities existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, whether or not known as of the Distribution, including in connection with the transactions and all other activities to implement the separation or the Distribution. The releases will not extend to obligations or liabilities under any agreement between the parties that is not to terminate as of the Distribution. In addition, the Separation and Distribution Agreement provides for cross-indemnities that, except as otherwise provided in the Separation and Distribution Agreement, are principally designed to place financial responsibility for the obligations and liabilities of Atleos’s business with Atleos and financial responsibility for the obligations and liabilities of Voyix’s business with Voyix. Specifically, each party will, and will cause its subsidiaries and affiliates to, indemnify, defend, and hold harmless the other party, its affiliates and subsidiaries and each of its officers, directors, employees, and agents for any losses arising out of or otherwise in connection with:

Each party’s aforementioned indemnification obligations are uncapped; provided that the amount of each party’s indemnification obligations are subject to reduction by any insurance proceeds (net of premium increases) received by the party being indemnified. The Separation and Distribution Agreement also specifies procedures with respect to claims subject to indemnification and related matters. Indemnification with respect to taxes are governed solely by the Tax Matters Agreement.

Legal Matters. Except as otherwise set forth in the Separation and Distribution Agreement (or as further described below), each party to the Separation and Distribution Agreement will assume the liability for, and control of, all pending, threatened and future legal matters related to its own business or assumed or retained liabilities and will indemnify the other party for any liability arising out of or resulting from such assumed legal matters. The Separation and Distribution Agreement will further describe certain shared environmental liabilities, of which, notwithstanding Atleos’s obligations to pay its portion of these shared liabilities, Voyix shall assume defense and responsibility for performing all remedial actions, subject to certain specified exceptions.

Non-Compete. The Separation and Distribution Agreement will include certain noncompetition obligations with respect to each of Atleos and Voyix, prohibiting them from engaging in certain future business and activities that relate to the business of the other party. Specifically, and subject to certain exceptions, for a period of three (3) years following the date of the Distribution, each of Voyix and Atleos will not directly or indirectly own, invest in, operate, manage, control, participate or engage in the business as conducted by the other party immediately following the Spin-Off, provided that Atleos shall be prohibited from providing certain installation and maintenance services for a further two (2) year period.

Dispute Resolution. Subject to certain exceptions, if a dispute arises with Voyix arising out of, in connection with, or in relation to the Separation and Distribution Agreement or any ancillary agreement or the transactions contemplated thereby, such other representatives as the parties may designate will negotiate to resolve any disputes for a period of forty-five (45) days, which may be extended by mutual written consent. If the parties do not resolve the dispute and the period is not extended, the chief executive officers of the parties will negotiate for a reasonable period of time, not to extend beyond sixty (60) days from the end of the forty-five (45) day period, unless otherwise agreed to by the parties in writing. If the parties are unable to resolve the dispute in this manner, either party may demand that the dispute be submitted to arbitration administered by JAMS for final determination. The dispute will be exclusively and finally determined by arbitration by, for any dispute asserting claims exceeding $1 million (or equivalent value) or seeking injunctive or other equitable relief, a panel of three arbitrators and all other disputes shall be conducted by a sole arbitrator. In certain cases, an emergency arbitrator appointed pursuant to JAMS’ rules may make decisions, subject to final determination by the appropriate arbitrator.

Other Matters Governed by the Separation and Distribution Agreement. Other matters governed by the Separation and Distribution Agreement include access to information, confidentiality, treatment of shared contracts, transfers to be completed following the Distribution and the receipt of any related third-party consents, access to insurance policies and treatment of outstanding guarantees and similar credit support.

Transition Services Agreement

On October 16, 2023, Voyix and Atleos entered into a Transition Services Agreement that governs the services to be provided by the parties for a limited period of time to facilitate their transition to standalone businesses. The charges for such services are generally intended to allow the service provider to recover all of its direct and indirect costs, generally without profit. The services to be provided are principally set forth in one or more schedules attached to the Transition Services Agreement, and include information technology, human resources, payroll, tax and real estate-related services, among others. All services to be provided under the Transition Services Agreement will be provided for a specified period of time depending on the type and scope of the services to be provided, with the term for such services to be no longer than twenty-four (24) months, and will include services being provided by both parties currently that Voyix and Atleos will need to continue receiving following the Spin-Off to operate their respective businesses.

The foregoing description of the Transition Services Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transition Services Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.

Tax Matters Agreement

On October 16, 2023, Voyix and Atleos entered into a Tax Matters Agreement which, among other things, governs Voyix’s and Atleos’ respective rights, responsibilities and obligations after the Spin-Off with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. The Tax Matters Agreement provides special rules that allocate tax liabilities in the event the Distribution or certain related transactions fail to qualify as transactions that are tax-free for U.S. federal income tax purposes (other than any cash that Voyix shareholders receive in lieu of fractional shares). A summary of certain important terms and conditions of the Tax Matters Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions-Material Agreements with NCR-Tax Matters Agreement” in Atleos’s Information Statement (the “Information Statement”), which is included as Exhibit 99.1 to Atleos’s Current Report on Form 8-K that was filed with the SEC on August 15, 2023. Such summary is incorporated into this Item 1.01 by reference as if restated in full.

The foregoing description of the Tax Matters Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Tax Matters Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated into this Item 1.01 by reference.

Employee Matters Agreement

On October 16, 2023, Voyix and Atleos entered into an Employee Matters Agreement which allocates liabilities and responsibilities between the parties relating to employment matters, employee compensation and benefits plans and programs, and other related matters. The Employee Matters Agreement governs certain compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of each company. The Employee Matters Agreement also governs the equitable adjustments being made in connection with the Spin-Off to equity-based awards granted by Voyix prior to the separation. The Employee Matters Agreement requires that Atleos contribute $136.3 million to the Atleos U.S. pension plan within sixty (60) days of the Distribution Date (as defined below). A summary of certain important terms and conditions of the Employee Matters Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions-Material Agreements with NCR-Employee Matters Agreement” in the Information Statement. Such summary is incorporated into this Item 1.01 by reference as if restated in full.

The foregoing description of the Employee Matters Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employee Matters Agreement, a copy of which is filed as Exhibit 10.3 hereto and is incorporated into this Item 1.01 by reference.

Patent and Technology Cross-License Agreement

On October 16, 2023, Voyix and Atleos entered into a Patent and Technology Cross-License Agreement, which sets forth the terms and conditions pursuant to which each party and its affiliates are licensed under the patents and have the right to use the technology of the other party and its affiliates. A summary of certain important terms and conditions of the Patent and Technology Cross-License Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions-Material Agreements with NCR-Patent and Technology Cross-License Agreement” in the Information Statement. Such summary is incorporated into this Item 1.01 by reference as if restated in full.

The foregoing description of the Patent and Technology Cross-License Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Patent and Technology Cross-License Agreement, a copy of which is filed as Exhibit 10.4 hereto and is incorporated into this Item 1.01 by reference.

Trademark License and Use Agreement On October 16, 2023, Voyix and Atleos entered into a Trademark License and Use Agreement, which sets forth the terms and conditions pursuant to which Atleos and its affiliates are licensed to use certain trademarks of Voyix and its affiliates, including certain Voyix trademarks using the term “NCR,” for specified uses necessary to carry out their business. The license is non-exclusive with respect to certain of the licensed trademarks and exclusive with respect to other licensed trademarks. The license is also non-transferable (except as provided below), sublicensable (as provided below), fully paid-up (without the obligation to pay any royalties), and worldwide. Atleos and its affiliates will have the right to assign their license rights to a successor that acquires all or substantially all of Atleos and its affiliates’ assets or equity. In the event that Atleos or its affiliates sell or otherwise dispose of certain businesses or product-, service-, or solution-lines, the acquirer thereof shall cease all use of the licensed trademarks within a specified period after the acquisition. Atleos and its affiliates will have the right to sublicense their rights for purposes of supporting their businesses. The license or portions thereof may be terminated by Voyix or Atleos in the event of: (i) certain material breaches; or (ii) non-use of one or more licensed trademarks for a specified period of time by the other party.

The foregoing description of the Trademark License and Use Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Trademark License and Use Agreement, a copy of which is filed as Exhibit 10.5 hereto and is incorporated into this Item 1.01 by reference.

Master Services Agreement

On October 16, 2023, Voyix and Cardtronics USA, Inc, a Delaware corporation (“Cardtronics”) and subsidiary of Atleos, entered into a Master Services Agreement, pursuant to which Voyix or Cardtronics or their subsidiaries will provide services to one another following the Spin-Off. Subject to certain termination rights, the agreement will be for a period of three (3) years with successive twelve (12) month auto-renewals, unless one party provides notice of nonrenewal to the other within the appropriate timeframe required by the agreement. A summary of certain important terms and conditions of the Master Services Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions-Material Agreements with NCR-Certain Commercial Agreements” in the Information Statement. Such summary is incorporated into this Item 1.01 by reference as if restated in full.

The foregoing description of the Master Services Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Master Services Agreement, a copy of which is filed as Exhibit 10.6 hereto and is incorporated into this Item 1.01 by reference.

Manufacturing Services Agreement

On October 16, 2023, Voyix and NCR Corporation India Private Limited, an Indian company (“NCR India”) and subsidiary of Atleos, entered into a Manufacturing Services Agreement, (the “Manufacturing Agreement”), pursuant to which NCR India and certain of its subsidiaries will continue to produce self check outs (“SCOs”) and other specified Voyix products at Atleos’ Chennai, India manufacturing site. The Manufacturing Services Agreement will be for a fixed term of five (5) years, after which it will expire. The Manufacturing Services Agreement may not be terminated except for a party’s uncured material breach or a party’s insolvency. A summary of certain important terms and conditions of the Manufacturing Services Agreement can be found in the section entitled “Certain Relationships and Related Party Transactions-Material Agreements with NCR-Certain Commercial Agreements” in the Information Statement. Such summary is incorporated into this Item 1.01 by reference as if restated in full.

The foregoing description of the Manufacturing Services Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Manufacturing Services Agreement, a copy of which is filed as Exhibit 10.7 hereto and is incorporated into this Item 1.01 by reference.

Credit Agreement

On the Closing Date, Voyix entered into a credit agreement (the “Credit Agreement”), with certain subsidiaries of Voyix party thereto as foreign borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). The Credit Agreement provides for new senior secured credit facilities in an aggregate principal amount of $700 million, which are comprised of (i) a five-year multicurrency revolving credit facility in the aggregate principal amount of $500 million (including (a) a letter of credit sub-facility in an aggregate principal amount of up to $75 million and (b) a sub-facility in an aggregate principal amount of up to $200 million for borrowings and letters of credit in certain agreed foreign currencies) (the “Revolving Credit Facility,” and the loans thereunder, the “Revolving Loans”) and (ii) a five-year term loan “A” facility in the aggregate principal amount of $200 million (the “Term Loan A Facility,” and the loans thereunder, the “Term A Loans” and, the Term Loan A Facility, together with the Revolving Credit Facility, the “Credit Facilities”).

On the Closing Date, Voyix borrowed the full amount under the Term Loan A Facility and drew $63 million in Revolving Loans under the Revolving Credit Facility.

Interest Rates

The Term A Loans and the Revolving Loans (collectively, the “Loans”) will bear interest based on SOFR (or an alternative reference rate for amounts denominated in a currency other than Dollars), or, at Voyix’s option, in the case of amounts denominated in Dollars, at a base reference rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) the rate of interest last quoted by the Administrative Agent as its “prime rate” and (c) the one-month SOFR rate plus 1.00% (the “Base Rate”), plus, as applicable, a margin ranging from 2.25% to 3.25% per annum for SOFR-based Loans and ranging from 1.25% to 2.25% per annum for Base Rate-based Loans, in each case, depending on Voyix’s consolidated leverage ratio.

Fees

In connection with the Credit Facilities, Voyix will pay customary agency fees and a commitment fee based on the daily unused portion of the Revolving Credit Facility and ranging from 0.25% to 0.50% per annum, depending on Voyix’s consolidated leverage ratio.

Amortization and Maturity

The outstanding principal balance of the Term Loan A Facility is required to be repaid in quarterly installments beginning with the first full fiscal quarter after the Closing Date in an amount equal to (i) 1.875% of the original principal amount of the Term A Loans during the first three years and (ii) 2.50% of the original principal amount of the Term A Loans during final two years. Any remaining outstanding balance will be due at maturity on the fifth anniversary of the Closing Date.

The Revolving Credit Facility is not subject to amortization and will mature on the fifth anniversary of the Closing Date.

Guarantee and Security

Voyix, the Subsidiary Loan Parties (as defined in the Credit Agreement) and the Administrative Agent entered into a guarantee and collateral agreement (the “Collateral Agreement”), pursuant to which Voyix and the Subsidiary Guarantors granted a security interest in the Collateral (as defined below) and provided a guarantee of the obligations under the Credit Facilities in favor of the Administrative Agent.

The obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of Voyix’s assets and the assets of the Subsidiary Guarantors, in each case, subject to customary exceptions and exclusions (the “Collateral”).

Mandatory Prepayments

The Credit Agreement requires Voyix to prepay, subject to certain exceptions, outstanding Term A Loans with:

If at any time the aggregate amount of outstanding revolving borrowings, unreimbursed letter of credit drawings and undrawn letters of credit under the Revolving Credit Facility exceeds the aggregate commitments in respect thereof, Voyix is required to repay outstanding Revolving Loans and/or cash collateralize letters of credit.

Representations, Warranties, Covenants and Events of Default

The Credit Agreement contains customary representations and warranties, affirmative covenants, and negative covenants. The negative covenants limit Voyix and its subsidiaries’ ability to, among other things, incur indebtedness, create liens on Voyix’s or its subsidiaries’ assets, engage in fundamental changes, make investments, sell or otherwise dispose of assets, engage in sale-leaseback transactions, make restricted payments, repay subordinated indebtedness, engage in certain transactions with affiliates and enter into agreements restricting the ability of Voyix’s subsidiaries to make distributions to Voyix or incur liens on their assets.

The Credit Agreement also contains a financial covenant that does not permit Voyix to allow its consolidated leverage ratio to exceed (i) in the case of any fiscal quarter ending on or prior to September 30, 2024, 4.75:1.00, (ii) in the case of any fiscal quarter ending on or following September 30, 2024 and prior to September 30, 2025, 4.50:1.00 and (iii) in the case of any fiscal quarter ending on or following September 30, 2025, 4.25:1.00, in each case subject, to (x) increases of 0.25 in connection with the consummation of any material acquisition and applicable to the fiscal quarter in which such acquisition is consummated and the three consecutive fiscal quarters thereafter, and (y) a maximum cap of 5.00:1.00.

The Credit Agreement also contains customary events of default including, among other things, non- payment of principal, interest or fees, violation of covenants, inaccuracy of representations and warranties, bankruptcy and insolvency events, material judgments, cross-defaults to material indebtedness and change of control. The occurrence of an event of default could result in the termination of commitments under the Credit Facilities, the acceleration of all outstanding amounts thereunder and the requirement to cash collateralize outstanding letters of credit.

Incremental Facilities

The Credit Agreement permits Voyix to request, from time to time and subject to certain customary conditions, including obtaining commitments therefor (a) increases in any existing tranche of Term A Loans, (b) the establishment of new tranches of incremental term loans and/or (c) the establishment of incremental revolving commitments, in an aggregate principal amount for all such incremental facilities, when combined with any “incremental equivalent debt,” of up to $300 million plus such amount as would not cause Voyix’s consolidated leverage ratio, calculated on a pro forma basis and assuming all incremental commitments were fully drawn, to exceed 3.00 to 1.00.

The foregoing summary of the Credit Agreement is not complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached hereto and are incorporated herein by reference.

Seventh Amendment to Trade Receivables Facility

On the Closing Date, Voyix entered into the Seventh Amendment to Receivables Purchase Agreement (the “RPA Amendment”), by and among Voyix, as servicer, NCR Receivables LLC (“NCR Receivables”), an existing wholly-owned special purpose subsidiary, as seller, NCR Canada Receivables LP, an existing wholly-owned special purpose subsidiary (“NCR Canada Receivables”), NCR Canada Corp., as servicer, PNC Bank, National Association (“PNC”), as administrative agent, PNC, MUFG Bank, Ltd., Victory Receivables Corporation and the other purchasers from time to time party thereto (the “Purchasers”), and PNC Capital Markets LLC, as structuring agent. In connection therewith, (i) Voyix, entered into that certain First Amendment to Amended and Restated Purchase and Sale Agreement (the “PSA Amendment”), among Voyix, Cardtronics USA, Inc. and ATM National, LLC (together with Cardtronics USA, Inc., the “Released U.S. Originators”) and NCR Receivables and (ii) NCR Canada Corp. entered into that certain Release Under Canadian Purchase and Sale Agreement (the “Canadian Release”), among NCR Canada Corp., NCR Canada Receivables and Cardtronics Canada Holdings Inc. (the “Released Canadian Originator,” and together with the Released U.S. Originators, the “Released Originators”).

The RPA Amendment, the PSA Amendment and the Canadian Release modify certain terms of the Company’s existing revolving trade receivables facility (the “Trade Receivables Facility”) in order to, among other things, (i) extend the scheduled maturity of the Trade Receivables Facility by two years, (ii) provide for the repurchase by each of the Released Originators of its outstanding receivables from the Trade Receivables Facility, (iii) assign to Voyix and NCR Canada Corp., as applicable, the obligations of each of the Released Originators under the Trade Receivables Facility and release each such Released Originator from all of its obligations thereunder, and (iv) make adjustments to the factors used to determine the availability of capital for investment in the pool of receivables by the Purchasers under the Trade Receivables Facility.

In connection with the foregoing amendments to the Trade Receivables Facility, the U.S. SPE paid certain upfront closing fees to the administrative agent and structuring agent for their services and will pay annual commitment and other customary fees to the Purchasers.

The RPA Amendment, the PSA Amendment and the Canadian Release are filed as Exhibits 10.9, 10.10 and 10.11 hereto, respectively, and are incorporated herein by reference, and the description of the Trade Receivables Facility contained herein is qualified in its entirety by the terms of these agreements.

On the Closing Date, Voyix repaid all accrued and unpaid loans and other amounts due under that certain Credit Agreement, dated as of August 22, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time on or prior to the Closing Date), among Voyix, as borrower, the lenders and issuing banks party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent, and terminated all commitments thereunder.

Immediately prior to the consummation of the Spin-Off, Atleos was a wholly-owned subsidiary of Voyix. Effective as of 5:00 p.m. local New York City time on October 16, 2023 (the “Distribution Date”), Voyix completed the Spin-Off through a pro rata distribution to holders of record of Voyix’s common stock, par value $0.01 per share (“Voyix Common Stock”), as of 5:00 p.m. local New York City time on October 2, 2023 (the “Record Date”), of one share of Atleos’ common stock, par value $0.01 per share (“Atleos Common Stock”), for every two shares of Voyix Common Stock held by such Voyix common stockholders as of the Record Date (the “Distribution”). Atleos is now an independent public company and Atleos Common Stock commenced trading “regular way” under the symbol “NATL” on the New York Stock Exchange (the “NYSE”) on October 17, 2023, which is the next trading day following the Distribution Date. Prior to the Spin-Off, Voyix completed the Name Change, and Voyix Common Stock ceased trading under the ticker symbol “NCR” and commenced trading under its new symbol “VYX” on the NYSE on October 17, 2023, which is the next trading day following the Distribution Date. Voyix did not issue fractional shares of Atleos Common Stock in connection with the Distribution. Following the Spin-Off, Voyix does not beneficially own any shares of Atleos Common Stock and will no longer consolidate Atleos within Voyix’s financial results.

The information set forth in Item 1.01 of this Current Report under “Credit Agreement” and “Seventh Amendment to Trade Receivables Facility” on Form 8-K is incorporated by reference into this Item 2.03.

The information set forth under the section titled “Amended and Restated By-laws” in Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Resignation and Election of Directors

Effective as of the consummation of the Spin-Off on October 16, 2023, each of Joseph E. Reece, Michael D. Hayford, Mark Begor, Deborah Farrington, Martin Mucci and Glenn W. Welling resigned from his or her position as a director on Voyix’s Board of Directors (the “Voyix Board”), including the committees of the Voyix Board of which he or she was a member. Joseph E. Reece was elected as a director of Atleos as of October 10, 2023 and will remain on the Atleos board of directors. Mark Begor was elected as a director of Atleos as of October 16, 2023.

Effective as of immediately following the consummation of the Spin-Off on October 16, 2023, each of James G. Kelly, David Wilkinson, Janet B. Haugen, Laura M. Miller and Kevin Reddy was elected as a director of Voyix, to serve on the Voyix Board until the next annual meeting of Voyix’s stockholders and until his or her successor is duly elected and qualified. Biographical information for each of James G. Kelly, David Wilkinson, Janet B. Haugen, Laura M. Miller and Kevin Reddy is provided below:

Effective as of the consummation of the Spin-Off on October 16, 2023, the Voyix Board consists of James G. Kelly, David Wilkinson, Gregory Blank, Catherine L. Burke, Janet B. Haugen, Georgette Kiser, Kirk T. Larsen, Laura M. Miller, Kevin Reddy and Laura J. Sen. James G. Kelly will serve as the chairman of the Voyix Board.

Also, effective as of the consummation of the Spin-Off on October 16, 2023:

Each of the non-employee directors of Voyix will receive compensation for their service as a director or committee member in accordance with Voyix’s standard director compensation plans and programs more fully described in the NCR Corporation 2023 Notice of Annual Meeting and Proxy Statement/Prospectus filed with the SEC on March 21, 2023 under the heading “Director Compensation-Director Compensation Program,” which is incorporated into this Item 5.02 by reference, provided that certain committee and chair cash retainers, as well as the additional cash retainers for non-executive chairman and lead independent director, will be reduced, the annual equity grant will be reduced from $225,000 to $160,000, and the pro-rata mid-year sign-on grants for new non-employee directors will be increased by a 25% premium.

There are no arrangements or understandings between any of the individuals listed above and any other person pursuant to which such individuals were selected as directors. There are no transactions involving any of the individuals listed above that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Act of 1933, as amended.

Resignation and Appointment of Certain Executive Officers

Effective upon the consummation of the Spin-Off, the following individuals ceased serving as executive officers of Voyix:

On October 13, 2023, in connection with the Spin-Off, Voyix and Mr. Hayford entered into a separation and release agreement pursuant to which Mr. Hayford agreed to remain employed through the Spin-Off, and subject to his execution of a supplemental release of claims following his termination of employment as of the Spin-Off (which qualifies as a constructive termination under his existing contractual agreements), will be entitled to (i) receive cash severance payments and benefits consistent with the provisions of his employment agreement dated as of April 27, 2018 and amended as of February 16, 2023 and (ii) continued vesting of his outstanding Voyix equity awards (as adjusted in connection with the Spin-Off) as if he had remained actively employed following the Spin-Off. Mr. Hayford affirmed certain post-employment restrictive covenants pertaining to non-competition, non-solicitation, confidentiality and nondisparagement.

On October 13, 2023, in connection with the Spin-Off, Voyix and Mr. Sullivan entered into a separation and release agreement pursuant to which Mr. Sullivan agreed to remain employed through the Spin-Off, and subject to his execution of a supplemental release of claims following his termination of employment as of the Spin-Off (which qualifies as a constructive termination under his existing contractual agreements), will be entitled to (i) receive cash severance payments and benefits consistent with the provisions of his employment agreement dated as of July 18, 2018 and amended as of February 13, 2023, (ii) accelerated vesting of his outstanding Voyix equity awards granted in 2023 (as adjusted in connection with the Spin-Off) in accordance with their terms and (iii) continued vesting of his outstanding Voyix equity awards granted prior to 2023 (as adjusted in connection with the Spin-Off) as if he had remained actively employed following the Spin-Off, consistent with the provisions of his amended employment agreement. Mr. Sullivan also affirmed certain post-employment restrictive covenants pertaining to non-competition, non-solicitation, confidentiality and nondisparagement.

On October 13, 2023, in connection with the Spin-Off, Voyix and Mr. Layden entered into a separation and release agreement pursuant to which Mr. Layden agreed to remain employed through the Spin-Off, and subject to his execution of a supplemental release of claims following his termination of employment as of the Spin-Off (which qualifies as a constructive termination under his existing contractual agreements), will be entitled to (i) receive cash severance payments and benefits consistent with the provisions of his employment agreement dated as of October 1, 2021 and amended as of February 13, 2023, (ii) accelerated vesting of his outstanding Voyix equity awards granted in 2023 (as adjusted in connection with the Spin-Off) in accordance with their terms and (iii) continued vesting of his outstanding Voyix equity awards granted prior to 2023 (as adjusted in connection with the Spin-Off), as if he had remained actively employed following the Spin-Off, consistent with the provisions of his amended employment agreement. Mr. Layden also agreed to execute a general release of claims in favor of Voyix and reaffirmed certain post-employment restrictive covenants pertaining to non-competition, non-solicitation, confidentiality and nondisparagement.

As of immediately following the consummation of the Spin-Off, the following individuals serve in the positions noted below at Voyix:

Biographical information for each of Messrs. Wilkinson and Webb-Walsh and Ms. Moyer, as well as brief summaries of their respective compensatory arrangements, is provided below:

In connection with his designation as Chief Executive Officer of Voyix, and as previously reported on Current Report on Form 8-K filed with the SEC on September 27, 2023, Voyix and Mr. Wilkinson entered into an employment agreement, effective as of and conditional upon the closing of the Spin-Off, pursuant to which he will receive an annual base salary of $800,000 and participate in Voyix’s Management Incentive Plan with a total annual cash target bonus opportunity of 150% of his base salary. Beginning in 2024, Mr. Wilkinson will also be eligible to receive annual equity grants under Voyix’s equity-based incentive compensation program with a minimum grant date value equal to $5,500,000. In the event of a qualifying termination, Mr. Wilkinson will participate in Voyix’s Executive Severance Plan with a separation benefit of one times his annual base salary and target bonus, and will participate in Voyix’s Amended and Restated Change in Control Severance Plan with a separation multiplier equal to two-hundred percent. The employment agreement also contains customary employment terms and conditions, and in-term and post-term restrictive covenants applicable to Mr. Wilkinson.

In connection with his hiring as Chief Financial Officer of Voyix, Voyix and Mr. Webb-Walsh entered into an employment agreement, pursuant to which he will (i) receive an annual base salary of $550,000, (ii) participate in Voyix’s Management Incentive Plan with a total annual cash target bonus opportunity of 100% of his base salary and (iii) be entitled to a sign-on equity grant of time-based restricted stock units with a grant date value equal to $2,000,000. Beginning in 2024, Mr. Webb-Walsh will also be eligible to receive annual equity grants under Voyix’s equity-based incentive compensation program with a minimum grant date value equal to $2,000,000. In the event of a qualifying termination following the consummation of the Spin-Off, Mr. Webb-Walsh will participate in Voyix’s Executive Severance Plan with a separation benefit of 1.5 times his annual base salary and target bonus, and will participate in Voyix’s Amended and Restated Change in Control Severance Plan with a separation multiplier equal to three-hundred percent. The employment agreement also contains customary employment terms and conditions, and in-term and post-term restrictive covenants applicable to Mr. Webb-Walsh.

In connection with her promotion to Corporate Vice President – Chief Accounting Officer of Voyix, Voyix provided Ms. Moyer with a promotion letter, effective as of and conditional upon the closing of the Spin-Off, pursuant to which she will receive an annual base salary of $320,000 and participate in Voyix’s Management Incentive Plan with a total annual cash target bonus opportunity of 45% of her base salary. Beginning in 2024, Ms. Moyer will also be eligible to receive annual equity grants under Voyix’s equity-based incentive compensation program with a minimum grant date value equal to $192,000.

There are no transactions involving any of the individuals listed above that would be required to be reported under Item 404(a) of Regulation S-K of the Securities Act.

Articles of Amendment to the Articles of Incorporation

On October 12, 2023, Voyix filed Articles of Amendment (the “Articles of Amendment”) to Voyix’s charter with the State Department of Assessments and Taxation of Maryland, which became effective at 5:00 p.m., Eastern Time, on October 13, 2023, pursuant to which Voyix changed its name from “NCR Corporation” to “NCR Voyix Corporation” (the “Name Change”). Pursuant to Section 2-605 of the Maryland General Corporation Law (the “MGCL”), the Name Change was approved by the Voyix Board, did not require approval of Voyix’s stockholders and will not affect the rights of Voyix’s security holders.

The foregoing description of the Articles of Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Articles of Amendment and charter, copies of which are filed as Exhibits 3.1 and 3.2, respectively, hereto and are incorporated into this Item 5.03 by reference.

Amended and Restated By-laws

In addition, on October 13, 2023, the by-laws of Voyix were amended and restated (the “Amended and Restated By-laws”), effective as of the Spin-Off. The Amended and Restated By-laws revised the advance notice window for nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (a)(1) of Section 8 of the Amended and Restated By-laws from not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting to not earlier than the 120th day nor later than 5:00 p.m., Eastern Time, on the 90th day prior to the first anniversary of the prior year’s annual meeting.

The Amended and Restated By-laws also contain changes of a technical or conforming nature to several other sections, including to reflect the Name Change.

The foregoing description of the Amended and Restated Bylaws is only a summary of the revisions made to the Amended and Restated Bylaws, does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.3 hereto and a marked copy of which showing the amendments is filed as Exhibit 3.4 hereto, which is incorporated herein by reference.

As a result of the adoption of the Amended and Restated Bylaws, the dates by which stockholders must notify Voyix in order to nominate a director for the 2024 annual meeting of stockholders, which were previously disclosed in the Voyix’s Definitive Proxy Statement filed with the SEC on March 21, 2023, have been adjusted. Under the Amended and Restated Bylaws, to be considered at the 2024 annual meeting of shareholders, a shareholder’s nomination of a director or the proposal of other business to be considered by the stockholders must generally be received by Voyix’s corporate secretary between January 3, 2024 and February 2, 2024. Any such notice also must comply with the requirements set forth in the Amended and Restated Bylaws and applicable law, including the rules and regulations promulgated by the SEC.

Press Release

On October 16, 2023, Voyix issued a press release (the “Spin-Off Press Release”) announcing, among other things, the consummation of the Spin-Off. A copy of the Spin-Off Press Release is attached as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.

Redemption of Notes

On October 3, 2023, Voyix directed Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association (the “Trustee”) to issue (i) a notice of redemption to redeem all of the $500,000,000 outstanding aggregate principal amount of Voyix’s 5.750% senior notes due 2027 (the “2027 Notes”) issued under the indenture, dated August 21, 2019 (as amended, supplemented, restated, or otherwise modified from time to time, the “2027 Notes Indenture”), among Voyix, the subsidiary guarantors party thereto (the “Guarantors”) and the Trustee, and (ii) a notice of redemption to redeem all of the $500,000,000 outstanding aggregate principal amount of Voyix’s 6.125% senior notes due 2029 (the “2029 Notes” and, together with the 2027 Notes, the “Notes”) issued under the indenture, dated August 21, 2019 (as amended, supplemented, restated, or otherwise modified from time to time, the “2029 Notes Indenture” and, together with the 2027 Notes Indenture, the “Indentures”), among Voyix, the Guarantors and the Trustee.

The 2027 Notes were redeemed on October 17, 2023 (the “Redemption Date”), at a price equal to (i) $507,190,000.00 and (ii) accrued and unpaid interest from September 1, 2023 (the last regular interest payment date) to, but excluding, the Redemption Date, of $3,673,611.12. Accordingly, the total redemption payment for the 2027 Notes was $510,863,611.12.

The 2029 Notes were redeemed on the Redemption Date, at a price equal to (i) $515,369,622.00, consisting of a redemption premium of approximately $30.739244 per $1,000 principal amount of the 2029 Notes, and (ii) accrued and unpaid interest from September 1, 2023 (the last regular interest payment date) to, but excluding, the Redemption Date, of $3,913,194.44. Accordingly, the total redemption payment for the 2029 Notes was $519,282,816.44.

Pursuant to the provisions of each Indenture, Voyix deposited the redemption payment for each series of Notes with the Trustee on October 16, 2023, the business day immediately prior to the Redemption Date. Upon deposit of the redemption payment on October 16, 2023, each Indenture was satisfied and discharged in accordance with its respective terms. As a result of the satisfaction and discharge of each Indenture, Voyix and the Guarantors have been released from their obligations with respect to each Indenture and each series of Notes, except with respect to those provisions of each Indenture that, by their respective terms, survive the satisfaction and discharge of such Indenture.

Voyix intends to file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K.

(d) Exhibits.

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.