Diebold Nixdorf (DBD) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 30, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• Stockholders of record as of March 3, 2025, are eligible to vote online, by phone, or by mail.

• Proxy materials are available online, with options for paper copies to reduce environmental impact.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying KPMG LLP as auditor, and an advisory vote on executive compensation.

• The Board recommends voting FOR all proposals and nominees.

• Majority voting policy applies for uncontested director elections; no cumulative voting is allowed.

• Proxy access allows groups holding 3%+ of shares for 3 years to nominate up to 20% of the Board.

• Shareholder proposals for the 2026 meeting must be received by November 14, 2025.

Board of directors and corporate governance

• The Board will be reduced to eight members after the meeting, with two directors not standing for reelection.

• All nominees except the CEO are independent under NYSE and company standards.

• Board committees: Audit, Nomination and Governance, and People and Compensation, all comprised of independent directors.

• Board leadership is separated, with a non-executive Chair since September 2023.

• Annual Board and committee evaluations are conducted, and all directors attended at least 75% of meetings in 2024.

• Corporate governance documents and codes are available on the investor relations website.