DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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¨   Preliminary Proxy Statement
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¨   Definitive Proxy Statement
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¨   Soliciting Material Pursuant to §240.14a-12

NCR CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On April 28, 2016, NCR Corporation disclosed the following in a Current Report on Form 8-K furnished to the Securities and Exchange Commission regarding the further adjournment of its 2016 Annual Meeting of Stockholders:

At the 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) of NCR Corporation (“NCR” or the “Company”) on April 20, 2016, the Chairman of the meeting adjourned the meeting until Thursday, April 28, 2016, at 9:00 a.m. Eastern Time, with respect to the proposal to amend and restate the charter of the Company to eliminate the classification of the Board of Directors of the Company and provide for annual elections of all directors elected at or after the 2017 annual meeting of stockholders (the “Proposal”) to allow for additional voting.

Though the Proposal continued to receive additional favorable votes after April 20, it did not, prior to the reconvened 2016 Annual Meeting on April 28, receive the votes required for approval under the Company’s charter, which is 80% of the voting power of all shares of outstanding stock entitled to vote generally in the election of directors. In order to continue to allow for additional voting, at the reconvened meeting the Chairman of the meeting again adjourned the 2016 Annual Meeting with respect to the Proposal until Wednesday, May 11, 2016, at 2:00 p.m. Eastern Time.

The 2016 Annual Meeting was a virtual meeting and will resume on May 11, 2016 in the same format. The resumed meeting can be attended using the same access information that was used initially for the 2016 Annual Meeting, the details of which are set forth in the Definitive Proxy Statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 10, 2016.

Voting has been closed on the election of directors and each of the other proposals before the 2016 Annual Meeting other than the declassification of the Board, and the results of the votes taken at the 2016 Annual Meeting on those closed matters were included in a Current Report on Form 8-K that was filed with the SEC on April 22, 2016.