NCR Voyix (VYX) Proxy filing summary

Executive summary

• Focused on aligning cost structure post-spin-off, deepening customer and employee engagement, and modernizing technology for long-term growth.

• Achieved modernization of software products, with 20 early adopters of next-gen solutions across global markets.

• Entered 2026 with a strategy to scale platform solutions, expand payments/services, and leverage AI enhancements.

• 2025 financial highlights: $2.7B revenue, $42M net income, $425M adjusted EBITDA, $0.16 diluted EPS.

Voting matters and shareholder proposals

• Election of eight directors to serve until the next annual meeting.

• Advisory vote on executive compensation (Say on Pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Approval of the 2026 Stock Incentive Plan to replace the expiring 2017 plan.

Board of directors and corporate governance

• Board consists of eight nominees, seven of whom are independent.

• Diverse skills: finance, technology, retail/restaurant, governance, risk management, and human capital.

• Annual election of directors, majority voting, and proxy access bylaw in place.

• Independent Chair leads the Board; five standing committees, all comprised of independent directors.

• Stockholders can amend bylaws and call special meetings with 25% ownership.