5/21/20240001974138false00019741382024-05-212024-05-21

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): May 21, 2024
NCR ATLEOS CORPORATION
(Exact name of registrant as specified in its charter)
Commission File Number 001-41728
Maryland92-3588560
(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)
864 Spring Street NW
Atlanta, GA 30308
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (832) 308-4999
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 (see General Instruction A.2 below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareNATLNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).        Emerging growth company ☐
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 5.07.    Submission of Matters to a Vote of Security Holders.
NCR Atleos Corporation ("Atleos" or the “Company”), held its 2024 Annual Meeting of Stockholders on May 21, 2024 (the "2024 Annual Meeting"). Record holders of Atleos common stock, par value $0.01 per share at the close of business on March 4, 2024, the record date for the 2024 Annual Meeting, were entitled to vote each of the proposals considered at the 2024 Annual Meeting. The final results for each of the matters submitted to a vote of Atleos' stockholders at the 2024 Annual Meeting are as follows:
1.Election of Directors. Eight directors were elected to serve a term expiring at the Company's 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualify by the votes set forth in the table below:
NomineeVotes for Votes AgainstVotes abstainedBroker Non-Votes
Odilon Almeida, Jr. 57,406,780 847,913 61,111 8,318,793 
Mary Ellen Baker58,015,593 242,700 57,511 8,318,793 
Mark W. Begor 57,525,481 730,370 59,953 8,318,793 
Michelle McKinney Frymire57,594,675 662,712 58,417 8,318,793 
Frank A. Natoli57,567,992 686,773 61,039 8,318,793 
Timothy C. Oliver 58,160,049 97,008 58,747 8,318,793 
Joseph E. Reece 57,526,893 727,650 61,261 8,318,793 
Jeffry H. von Gillern57,409,442 846,053 60,309 8,318,793 
2. Non-Binding and Advisory Vote to Approve the Compensation of Named Executive Officers as Disclosed in the Proxy Statement. Executive compensation disclosed in the Company's Proxy Statement was approved, on a non-binding and advisory basis, by the votes set forth in the table below:
Votes For Votes AgainstVotes Abstained Broker Non-Votes
56,883,5651,259,012173,2278,318,793 
3. Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers. The holders of shares of common stock approved the frequency of future advisory votes on executive compensation as set forth in the table below:
One YearTwo YearsThree YearsVotes Abstained
55,711,28337,5222,505,01761,982
Based upon these results, which were consistent with the recommendation of the Company’s Board of Directors (the “Board”), the Company will continue to hold an advisory vote on the compensation of the named executive officers annually until the next vote on the frequency of holding such advisory votes.
4. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 was ratified by the votes set forth in the table below:
Votes For Votes AgainstVotes Abstained Broker Non-Votes
66,475,793103,06955,7350


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.
NCR Atleos Corporation
By:/s/ Ricardo Nuñez
Ricardo Nuñez
Executive Vice President, General Counsel and Corporate Secretary
Date: May 21, 2024

v3.24.1.1.u2
Document and Entity Information
May 21, 2024
Document and Entity Information  
Document Type 8-K
Document Period End Date May 21, 2024
Entity Registrant Name NCR ATLEOS CORPORATION
Entity File Number 001-41728
Entity Incorporation, State or Country Code MD
Entity Tax Identification Number 92-3588560
Entity Address, Address Line One 864 Spring Street NW
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30308
City Area Code 832
Local Phone Number 308-4999
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol NATL
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001974138
Amendment Flag false
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