NCR Voyix Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$VYX
Office Equipment/Supplies/Services
Miscellaneous
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): June 6, 2025
(Exact name of registrant as specified in its charter)
Commission File Number 001-00395
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (800 ) 225-5627
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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
NCR Voyix Corporation (“NCR Voyix” or the “Company”) held its 2025 Annual Meeting of Stockholders on June 6, 2025 (the “2025 Annual Meeting”). Record holders of NCR Voyix common stock, par value $0.01 per share and Series A Convertible Preferred Stock, liquidation preference $1,000 per share, at the close of business on March 18, 2025, the record date for the 2025 Annual Meeting, were entitled to vote on each of the proposals considered at the 2025 Annual Meeting. The holders of shares of common stock and shares of Series A Convertible Preferred Stock voted together as a single class, with the holders of Series A Convertible Preferred Stock voting on an as-converted basis as described in the Proxy Statement. The final results for each of the matters submitted to a vote of the Company’s stockholders at the 2025 Annual Meeting are as follows:
1. Election of Directors. Nine directors were elected to serve a term expiring at the Company’s 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualify by the votes set forth in the table below:
| Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||
| James Kelly | 131,643,794 | 377,570 | 147,898 | 12,523,141 | ||||||||||
| Catherine L. Burke | 128,571,011 | 3,543,024 | 55,227 | 12,523,141 | ||||||||||
| Janet Haugen | 129,824,273 | 2,227,276 | 117,713 | 12,523,141 | ||||||||||
| Irv Henderson | 130,617,759 | 1,396,330 | 155,173 | 12,523,141 | ||||||||||
| Kirk Larsen | 130,795,602 | 1,310,366 | 63,294 | 12,523,141 | ||||||||||
| Laura Miller | 131,346,150 | 707,372 | 115,740 | 12,523,141 | ||||||||||
| Kevin Reddy | 130,378,403 | 1,654,354 | 136,505 | 12,523,141 | ||||||||||
| Laura Sen | 131,484,468 | 566,109 | 118,685 | 12,523,141 | ||||||||||
| Jeffrey Sloan | 131,805,760 | 301,460 | 62,042 | 12,523,141 | ||||||||||
2. Non-Binding and Advisory Vote to Approve the Compensation of Named Executive Officers as Disclosed in the Proxy Statement. Executive compensation disclosed in the Company’s Proxy Statement was approved, on a non-binding and advisory basis, by the votes set forth in the table below:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 120,704,443 | 11,277,970 | 186,849 | 12,523,141 | ||||||||
3. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was ratified by the votes set forth in the table below:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 141,899,724 | 2,551,656 | 241,023 | — | ||||||||
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 Voyix Corporation | ||||||||
| By: | /s/ Kelli Sterrett | |||||||
| Kelli Sterrett | ||||||||
| Executive Vice President, General Counsel and Secretary | ||||||||
Date: June 10, 2025
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