Diebold Nixdorf (DBD) Proxy Filing summary

Voting matters and shareholder proposals

• Election of eight directors is proposed, with each nominee recommended for election by the board.

• Ratification of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2025 is up for vote.

• Advisory vote on the compensation of named executive officers is included as a non-binding proposal.

• Shareholders may address other business that may properly come before the meeting or any adjournment.

Board of directors and corporate governance

• Nominees for director include Arthur F. Anton, Patrick J. Byrne, Matthew J. Espe, Mark Gross, Maura A. Markus, Octavio Marquez, David H. Naemura, and Dr. Colin J. Parris.

Executive compensation and say-on-pay

• A non-binding advisory vote is proposed to approve the compensation of named executive officers.