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EX-10.1 - EXHIBIT 10.1 - DIEBOLD NIXDORF, Inca2019cashbasedawardagreeme.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 28, 2019
Diebold Nixdorf, Incorporated
 
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
 
Ohio
 
1-4879
 
34-0183970
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
 
 
5995 Mayfair Road, P.O. Box 3077,
North Canton, Ohio
 
 
 
44720-8077
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant's telephone number, including area code: (330) 490-4000

Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company        o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
     transition period for complying with any new or revised financial accounting standards provided pursuant to
     Section 13(a) of the Exchange Act.     o






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.

On January 28, 2019, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Diebold Nixdorf, Incorporated (the “Company”) adopted a new performance-based cash incentive compensation award program (“Performance Cash Award”) and made grants to certain employees, including the Company’s named executive officers. The Performance Cash Awards were granted in lieu of the performance-based share awards that the Company has given in prior years, which are not possible at this time due to the limited number of shares of common stock of the Company available under the shareholder-approved equity incentive plan. The Performance Cash Awards are a component of the Company’s long-term incentive compensation program and have a performance period of 3 years. The threshold, target and maximum payout levels are consistent with those of the performance share awards previously granted, and the cash amount, if any, earned pursuant to awards under this program will be based upon the level of achievement of specified performance objectives set by the Compensation Committee. The Performance Cash Awards are subject to similar terms, including with respect to vesting and forfeiture, as the performance-based share awards granted under the Company’s shareholder-approved equity incentive plan.

This summary is qualified by reference to the full text of the form of Performance Cash Award Agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number
 
 Description
10.1
 






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
Diebold Nixdorf, Incorporated
 
February 1, 2019
By:  
/s/ Jonathan B. Leiken
 
 
 
Name:  
Jonathan B. Leiken
 
 
 
Title:  
Senior Vice President, Chief Legal Officer and Secretary