Diebold Nixdorf (DBD) Proxy filing summary

Executive summary

• 2025 marked a pivotal year with accelerated demand across automation, software, and services, leading to consistent financial results and enhanced free cash flow generation.

• Operational efficiencies, margin improvements, and working capital gains were achieved through a Lean operating system.

• The company received two credit rating upgrades in 2025, reflecting a stronger balance sheet and financial flexibility.

• Strategic focus remains on innovation, operational excellence, and disciplined capital deployment to drive sustained value creation.

Voting matters and shareholder proposals

• Shareholders are to vote on electing eight directors, ratifying KPMG LLP as the independent auditor for 2026, and approving executive compensation on a non-binding advisory basis.

• The Board recommends voting FOR all director nominees and both proposals.

• Proxy access allows stockholders or groups owning 3%+ of shares for at least three years to nominate up to 20% of the board.

Board of directors and corporate governance

• The board consists of eight nominees, with a mix of expertise in technology, finance, retail, and governance; all but the CEO are independent.

• Board leadership structure separates the roles of Chair and CEO, with regular executive sessions and annual performance evaluations.

• Committees include Audit, Nomination and Governance, and People and Compensation, all composed of independent directors.

• Directors are expected to own shares valued at least five times their annual cash retainer.