NCR Voyix (VYX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 6, 2025, will be held virtually, allowing shareholders to vote and ask questions online.

• Over the past year, operations were streamlined to focus on core software and services for restaurants and retailers, reduce debt, and align costs.

• Leadership changes include the appointment of a new CEO and executive team to drive growth and operational efficiency.

• The company completed the sale of its Digital Banking business and used proceeds to reduce debt and improve its balance sheet.

• 2024 financial highlights: $2.8B revenue, $202M net loss, $347M adjusted EBITDA, and $2.1B software & services revenue.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, advisory approval of executive compensation (Say on Pay), and ratification of PricewaterhouseCoopers LLP as independent auditor.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Nine director nominees, 89% independent, with diverse backgrounds (44% women, 33% ethnic minorities).

• Board committees: Audit, Compensation and Human Resource, Directors and Governance, and Risk; all committee members are independent.

• Annual election of all directors, majority voting, proxy access, and right to call special meetings at 25% ownership.

• Director compensation includes annual retainers, equity grants, and stock ownership guidelines.