UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Securities Exchange Act of 1934
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NCR CORPORATION
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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many other high-tech companies and is a reflection of the iNCRedible culture we are building that engages, enables and energizes employees everyday. |
solutions for the next evolution in Omni-Channel –Omni-Channel 2.0 or digitization – when every business, in every industry, races towards building out a digitally-enabled, real-time enterprise.
are available atwww.proxyvote.com.
2016 Table | ||
to request separate copies of the proxy materialsat no cost to you. If you have received only one copy of the Notice and you do not wish to participate in the householding program or if you have received multiple copies of the Notice and you do wish to participate in the householdingprogram, please call to or revoke your consent.
of the Board, the successors to each of our Class A, B and C directors, once duly elected and qualified, will serve for terms ending atthe next annual meeting of stockholders following their election.
will not becounted as votes cast and will have no effect on the votes for any of the proposals described above, except that under the rules of the New York Stock Exchange (“NYSE”), abstentions will be counted as votes “against” the proposalto approve the NCR Corporation 2017 Stock Incentive Plan.
occurs when abroker returns a properly executed proxy but does not vote on a particular proposal because the broker does not have the discretionary authority to vote on the proposal and has not received voting instructions from the beneficial owner regarding theproposal. Under the rules of the NYSE, brokers have the discretionary authority to vote on the ratification of our independent registered public accounting firm, but not for the election of our directors, the Say on Pay proposal, the SayOn Frequency proposal, the proposal to amend and restate the NCR Management Incentive Plan for purposes of Internal Revenue Code Section 162(m), the proposal to approve the NCR Corporation 2017 Stock Incentive Plan or the stockholder proposal.
filed with the SEC within four business days following the Annual Meeting.
director and nominee, and (iii) all current directors and executive officers as a group. Except to the extent indicated in the footnotes below, to NCR’s knowledge each person namedin the table below has sole voting and investment power over the shares reported. As of the Table Date, 122,949,502 shares of the Company’s common stock were issued and outstanding.
Directors | ||||||||||||||||
and with USAA the 10 years prior to 1983, Mr. DeRodes held technology positions working for regional Midwestern banks. Mr. DeRodes became a director of NCR on April 23,2008. In determining if Mr. DeRodes should continue serving as a director of the Company, the Committee on Directors and Governance considered the scope of his previous experience and the responsibilities associated with theaforementioned positions. Mr. DeRodes’s demonstrated management experience, information technology experience, cyber-security expertise, understanding of the financial services, retail and transportation industries, financialliteracy and independence led the Committee on Directors and Governance to conclude that his abilities would meet the needs of the Board.
and early-stage retail, technology and companies, from 1997 to December2004. Prior to that, she was a Partner in Wings Partners, a private equity firm, an executive at American Express running its leisure travel and tour business, and a Partner at McKinsey & Company. Ms. Levinson wasa director of DemandTec, Inc. from June 2005 until February 2012 when it was acquired by International Business Machines Corporation. In determining if Ms. Levinson should continue serving as a director of the Company, theCommittee on Directors and Governance considered her long experience as a public company director and a committee chair, starting in 1991, as well as her general management experience at American Express, her strategic experience atMcKinsey & Company and her investment experience at GRP Partners and Wings Partners. Ms. Levinson’s extensive management and leadership experience, her broad industry knowledge, independence, knowledge of corporate governance issues and diversity of perspective were also skills and attributes that led the Committee on Directors and Governance to conclude that her abilities would meet the needsof the Board.
will be counted as votes cast and will have no effect on the vote required to elect either Mr. Clemmer or Mr. Kuehn.
entity receiving significant contributions from the Company, including contributions in the previous three years that, in any single fiscal year, exceeded the greater of $1 million or 2% of suchcharitable organization’s consolidated gross revenues; |
Board member isconsidered independent. In doing so, the Board takes into account the factors listed above and such other factors as it may deem relevant.
directors andnominees, namely Gregory R. Blank, Edward “Pete” Boykin, Chinh E. Chu, Richard L. Clemmer, Gary J. Daichendt, Robert P. DeRodes, Kurt P. Kuehn and Linda Fayne Levinson are independent in accordance with the NYSE listing standards and theCompany’s Corporate Governance Guidelines.
director. Instead, our Board has the flexibility to select a Chairman as it deems best for the Company from time to time. Under theCorporate Governance Guidelines, if the positions of Chairman and Chief Executive Officer are held by the same person, the independent directors of the Board will select a Lead Director from the independent directors. Additionally, if thepositions of Chairman and Chief Executive Officer are held by the same person, the Board has set out the roles of both Chairman and Chief Executive Officer and the independent Lead Director in Exhibit C to the Corporate Governance Guidelines.
directors and at all Board meetings at which the Chairman is not present; serves as liaison between the Chairman and the independent directors; frequently communicates with the Chief Executive Officer;is authorized to call meetings of the independent directors; obtains Board member and management input and, with the Chief Executive Officer, sets the agenda for the Board; approves meeting schedules to assure that there is sufficient time fordiscussion of all agenda items; works with the Chief Executive Officer to ensure that Board members receive the right information on a timely basis; stays current on major risks and focuses the Board members on such risks; molds a cohesive Board tosupport the success of the Chief Executive Officer; works with the Committee on Directors and Governance to evaluate Board and committee performance; facilitates communications among directors; assists in the recruiting and retention of new Boardmembers (with the Committee on Directors and Governance and the Chief Executive Officer); in conjunction with the Chairman and Committee on Directors and Governance, ensures that committee structure and committee assignments are appropriate andeffective; works with the Committee on Directors and Governance to ensure outstanding governance processes; leads discussions regarding Chief Executive Officer performance, personal development and compensation; and, if requested by majorstockholders of the Company, is available for consultation and direct communication with such stockholders. Additionally, the leadership and oversight of the Board’s other independent directors continues to be strong, and furtherstructural balance is provided by the Company’s well-established corporate governance policies and practices, including its Corporate Governance Guidelines. Independent directors currently account for eight out of nine of theBoard’s members, and make up all of the members of the Board’s Compensation and Human Resource Committee (the “CHRC”), Audit Committee and Committee on Directors and Governance. Additionally, among other things, theBoard’s directors meet regularly in executive session with only the directors present.
meeting.
all audit and services to be performed by the Company’s independent registered public accounting firm; |
and new candidates for membership on the Board. All candidates are evaluated by the Committeeon Directors and Governance using these qualification guidelines. In accordance with the guidelines, as part of the selection process, in addition to such other factors as it may deem relevant, the Committee on Directors and Governancewill consider a candidate’s:
of the Board (such as expertise or experience in information technology businesses, manufacturing, international, financial or investment banking or scientific research and development); |
and “Stockholder Proposals for 2018 Annual Meeting Pursuant to SEC Rule beginning on page 123 of this proxy statement for further details regarding how to nominate directors.
. To receive a copy of the Code of Conduct, please send a written request to theCorporate Secretary at the address provided above.
members of the Board.
director be increased to $80,000 (up from $75,000). The Committee and the Board determined that this increase was appropriate based on, amongother things, a desire to retain and attract highly qualified and experienced directors, and a review of competitive board pay practices. The additional annual retainer for the independent Lead Director remained at $40,000 for service insuch role. Mr. Boykin served as the independent Lead Director until Mr. Chu assumed that role on February 22, 2016.
(that is, from one annual meetingdate to the next).
director is granted restricted stock or restricted stock units (“RSUs”), the value of which is determined by the Committee on Directors and Governance. In April2016 the Committee recommended, and the Board agreed, that the value of the annual equity grant for each director would be increased to $225,000 (up from $175,000). The Committee andthe Board determined that this award value was appropriate for 2016 for the same reasons noted above for the annual retainer increase approved in 2016. Accordingly, on April 20, 2016, the 2016 Annual Meeting date, each continuing director received under the Program an annual RSU grant valued at $225,000. Ms. Levinson’s additional restricted stock unit grant in connection with her service as a member of the Board ofDirectors of our subsidiary, NCR Brasil – Indústria de Equipamentos Para Automação S.A., remained unchanged, and continued to be valued at $40,000. The Program also permits equity grants, prorated based on service during the applicable Board year, for directors who join our Board
directors and stockholders by encouraging directors to accumulate a substantial stake in theCompany’s common stock. In April 2016, the Committee recommended, and the Board approved, an increase to the director stock ownership guidelines. The increasedguidelines encourage directors to accumulate NCR stock ownership equal to five times (up from four times) the amount of his or her annual retainer. The Committee also recommended, andthe Board agreed, that directors should have five years (up from three years) to attain the guideline after election to the Board. For these purposes, ownership includes shares ownedoutright by the directors, and interests in restricted stock, RSUs or deferred shares, and excludes stock options. As of December 31, 2016, all of our directors have exceeded these guidelines, except for Mr. Chu who did not become a Board member until December 4, 2015, and Mr. Blank who has disclaimed all interest in NCR directorcompensation as noted above.
directors:
of their retainers in currentshares. These deferred and current shares are reported in the “Stock Awards” column. Messrs. Chu, DeRodes and Kuehn and Ms. Oppenheimer elected to receive their retainers in cash.
for the year ended December 31, 2016 for an explanation of the assumptions we make in the valuation of our equity awards.
director options, RSUs and deferred shares outstanding as of December 31, 2016:
the Board and the Compensation and Human Resource Committee (the“Committee” as referenced throughout the various sections of this Proposal 2, including theExecutive Compensation – Compensation Discussion & Analysis section) value the opinions of ourstockholders. The Committee will consider the outcome of the Say On Pay vote as part of its annual evaluation of our executive compensation program.
and advisory basis, executive compensation as disclosed in these proxy materials. Proxies received by the Board will be voted FOR this proposal unless they specify otherwise.
advisory vote on executive compensation. Under Marylandlaw, abstentions and broker will not be counted as votes cast and will have no effect on the votes for this proposal.
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Operating Income grew by 2% to $840 million in 2016, which is a record high for NCR, but fell short of our threshold performance funding objective of $865 million for our Annual IncentivePlan. | ||
total stockholder return of 65.8% and our annualized five-year total stockholder return of 19.8%significantly exceed the total stockholder return for both our peer group and the S&P 500 over the same time period. | ||
Information” for adescription of measures and reconciliations of those measures to their most directly comparable GAAP measures.
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Information” for adescription of measures and reconciliations of those measures to their most directly comparable GAAP measures.
three-year and five-yearannualized total stockholder return with the performance of our 2016 compensation peer group and other relevant major indices:
Operating Income (which includes ongoing pension expense) as our Core Financial Objective, and to retain Free Cash Flow as a modifier to increase the bonus payout when we exceed ourannual financial goal. This better aligns our compensation with key financial metrics that our investors monitor when evaluating our Company’s ongoing performance, and continues to differentiate our Annual Incentive Plan’sfinancial metrics from the performance goals used for our Long-Term Incentive Program (“LTI Program”). |
Diluted Earnings Per Share (NGDEPS) and Software-RelatedMargin Dollars (SRMD) are the two performance metrics that will determine the payout. This better aligns our compensation with these two key strategic measures (one external and one internally focused), and continues to differentiate ourAnnual LTI Program financial metrics from our Annual Incentive Plan metrics. |
Performance Period. |
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philosophy and the absence of pay practices that stockholders consider in conflict with their best interests.
basis when evaluating our share usage rates (see details starting on page 95). They generally concurred with our assessment that our burn rate and dilution are reasonable,even when taking into account the additional shares requested under our 2017 Stock Plan Proposal. They also supported a selective and market competitive allocation of equity compensation to our critical talent driving the Vision 2020strategy across NCR’s broader leadership, software and professional services teams, as well as our use of equity-based compensation for a selective group of those employees to drive greater focus on stockholder value creation. |
and delivered only if rigorous performance goals established by theCommittee are achieved. | ||||||||||||
Based on the Committee’s annual review, none of our pay practices incentivize employees to engage in unnecessary or excessive risk-taking. | ||||||||||||
on any perquisites other than standard relocation benefits. | ||||||||||||
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executive compensation design. To complete this analysis, we compare the value of the targeted compensation levels at the time of grant to the value of the realizablecompensation levels each calendar year as a result of the performance of the organization in achieving its short-term and long-term goals and the price of the Company’s stock. ThisTable shows the “target” versus “realizable” compensation for the CEO for the previous three fiscal years:
average ROC threshold of 20% during the performance period. The Vision 2020 LTI Award granted onFebruary 24, 2016 with the $35 price target contingency is reflected at 100% of target (payout earned on December 6, 2016).
average ROC threshold of 20% during the performance period. The Vision 2020 LTI Award granted on February 24, 2016 withthe $35 price target contingency is reflected at 100% of target (payout earned on December 6, 2016).
to calendar
The Committee carefully reviewed our prior peer group, and with the advice of itsindependent compensation consultant, made these changes to our 2015 peer group for purposes of benchmarking our 2016 executive compensation program:
tech equipment business of Agilent (the remaining Agilent business is focused on life-sciences). |
broad-based surveys give usaccess to market data for numerous companies under a consistent methodology to assist our understanding of market trends and practices. The market surveys used were:
and data for otherroles for companies with appropriate group/division size based on revenue. |
and data for other roles from companies with appropriate group/division size based on revenue. |
philosophy and retention objectives. The Committee uses the data in the tally sheets to assess actual and projected compensation levels. The |
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Operating Income(NGOI) core financial goal with an Adjusted Free Cash Flow (FCF) modifier (the “Core Financial Objectives”); |
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Income (NGOI)
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Operating Income (NPOI), which was used in prior years when ongoing pension expense had more of a significant impact on NCR’s annual financial results. The Company’s aggressivepension strategy has reduced the Company’s exposure to pension expense as it relates to our financial performance and operational success.
– referred to as “segment operatingincome”). | ||||||
measures.Income from operations and net cash provided by operating activities, respectively, are the most directly comparable GAAP measures.
salary and/or targetbonus changes, and for Mr. Benjamin, reflects a amount given his start date of 10/17/2016. Pursuant to his employment offer, Mr. Benjamin will receive a guaranteed minimum bonusaward of $215,625 for his period of employment with the Company during 2016.
performance period (2016-2017) with secondary performancemetrics consisting of Diluted Earnings Per Share (NGDEPS) with a 60% weighting, and Software-Related Margin Dollars (SRMD) with a 40% weighting as described below. However, no units areearned unless we also achieve a average ROC (the primary performance metric) performance threshold for the 2016-2017 period as described below. Any units earned from achievement of theseperformance goals vest 42 months after granted (on August 24, 2019), so long as the executive continues Company service |
averageROC performance threshold of 20% over the 2016-2017 performance period. At the time the awards were granted, the Committee decided that ROC performance results would be determined on a constant currency basis to eliminate the impact offoreign currency fluctuations during the performance period, based on the same foreign exchange rates used to establish the Company’s 2016 financial plan. |
Diluted EPS – Secondary Performance Metric with 60%Weighting |
Diluted EPS Performance Threshold – 60% Weighting: performance period. The Committee established a NGDEPS performance target of $2.85 with a 60%weighting for 2016 awards. |
Diluted EPS Defined: adjustments, pension settlements, pension curtailments and pension special termination benefits and other special items, including amortization of acquisition related intangibles, from GAAPearnings per share. |
performance period. The Committee established a SRMD performance target of $950.0 million for 2016 awards, with a 40%weighting. |
adjustments, pension settlements, pension curtailments and pension special termination benefits and other special items, including amortization ofacquisition related intangibles. |
average ROC of at least 20%, and continued employment with the Company through August 24, 2019. |
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performance period.
Operating Income Minus Capital Charge (NPOICC).
performance period that began January 1, 2014 and ended December 31, 2015. The number ofshares earned, based on performance achieved, could range from a threshold of 25% to a maximum of 125% of units granted. In February 2015 the Committee certified that performance for these awards was achieved at 43.6% oftarget. Because this performance was below target, the Committee determined that these awards would not be increased based on 2015 performance. The awards had a threshold performance target of 20% ROC, which wasachieved. These awards will vest 100% on October 24, 2017, subject to the executive’s continued service with the Company through the vesting date. Earlier vesting can occur because of death, disability or for otherlimited reasons described in thePotential Payments Upon Termination or Change in Control section (starting on page 77).
performance period that began January 1, 2015 and ended December 31, 2016. The number ofshares earned, based on performance achieved, could range from a threshold of 25% to a maximum of 150% of units granted. In February 2017 the Committee certified that performance for these awards was achieved at 114.5% oftarget. These awards vest 100% on October 23, 2018, subject to the executive’s continued service with the Company through the vesting date. Earlier vesting can occur because of death, disability or for other limitedreasons described in thePotential Payments Upon Termination or Change in Control section (starting on page 77).
EPP awards for all named executives, except for Mr. Benjamin who joined the Company in October 2016.
measure. Net cash provided by operating activities is the most directly comparable GAAP measure.
Diluted Earnings Per Share with a 60%weighting, and Software-Related Margin Dollars (SRMD) with a 40% weighting. However, no units are earned unless we also achieve a three year average ROC (the primary performance metric) performance threshold for the 2017-2019period. Any units earned from achievement of these performance goals vest 42 months after granted (on August 27, 2020), so long as the executive continues Company service through the vesting date. The maximum |
benefits help our workforce stay healthy, focused and productive.
with the exception of those provided in connection with relocations required by theCompany, which are generally also provided to employees, and those that may be provided in the event of a qualifying termination following a change in control of the Company to grandfatheredChange in Control Severance Plan participants who entered the plan before January 28, 2010 (as discussed below). In addition, pursuant to Mr. Benjamin’s new hire employment offer to join the Company, the Company agreed toreimburse him for up to $15,000 of legal fees incurred in connection with his review and acceptance of our terms and conditions of employment.
under the plan, except for grandfathered participants who joined the plan before January 28, 2010. A grandfathered participant gets no unless the value of all severance and change in control payments exceeds 110% of the maximum amount that could be paid to the participant under Code
compensation if determined to be in the best interests of our stockholders. In addition,these tax rules are complex and may change (including with retroactive effect), thus even compensation that is intended to be deductible may not qualify.
for the year ended December 31, 2016 (our “2016 Annual Report”) for an explanation of the assumptions we make in the valuation of our equity awards. Assuming achievement of the highestlevel of performance, the aggregate grant date fair values of the performance-based restricted stock units granted in 2016 are as follows: Nuti: $15,624,989; Fishman: $4,687,503; Benjamin: $8,500,010; Marquardt: $3,437,522; and Langenbahn;$3,125,015. For additional information about awards made in 2016, see the Grants of Plan-Based Awards—2016 Table on page 73 of this proxy statement.
employee participants in that plan.
and provision, plus a confidentiality provision. The terms of the arrangement, which were determined through negotiation, provide that in the event we terminate his employment (other than forcause) or if he voluntarily terminates employment for good reason, he would receive the severance-related payments and benefits listed below. These amounts are conditioned upon Mr. Nuti signing a release of claims against us andcompliance with the restrictive covenants described above:
to the Board), or (iii) a material breach of his agreement by theCompany. In the event Mr. Nuti’s employment terminates in connection with a change in control, he would receive payments and benefits under our Change in Control Severance Plan described on page 77, and not under theagreement. Further, if the Executive Severance Plan described on page 79 provides greater benefits to Mr. Nuti in the event of his termination without cause not connected to a change of control, he would receive benefits underthe Executive Severance Plan, and not under the agreement.
retiree Medicare supplement plan which provides afixed annual subsidy for qualified Medicare supplement or other qualified medical expenses through a retiree reimbursement account.
times (1.5x) his annual base salary and target bonus (as defined in the plan) in the event of aqualifying termination, with termination for “cause” being defined for Mr. Benjamin thereunder as a termination of employment by the Company in connection with: (a) conviction (as defined under the plan) for committing a felonyunder U.S. federal law or the law of the state or country in which such action occurred, (b) dishonesty in the course of fulfilling employment duties, (c) failure to perform substantially employment duties in any materialrespect, (d) a material violation of the Company’s Code of Conduct, or (e) such other events as shall be determined by the plan administrator and communicated in writing. The agreement further provides forMr. Benjamin’s participation in the
and provision, and a confidentiality provision.
incentive plan awards to our named executives in 2016. Equity awards were made under our Stock awards were made underour Annual Incentive Plan (MIP and Customer Success Bonus) and EPP. These plans and related awards are described in theCompensation Discussion & Analysis.
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performance period and an additional time-based vesting condition.
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on each anniversary of the grant date. For 2015 awards, pro rata vesting, on each of the next two anniversaries of the grant date.
performance period satisfied. Shown at maximum, or 150% of target. If performance goal achieved, vests on August 24, 2019.
performanceperiods. If performance goals achieved, vests 25% on first anniversary, 35% on second anniversary, and 40% on third anniversary of grant date.
and broad-based pension plan that was
for the year ended December 31, 2016.
and provisions. Under this plan, if the Company terminates the executive’s employment for reasons other than “cause”, death or disability, or if the executive resigns for “good reason” within two years after a Changein Control (or within six months before a Change in Control, if the executive can show that the termination occurred in connection with a Change in Control), then the Company or its successor must provide these benefits:
if applicable, only forindividuals who were covered by the Change in Control Severance Plan before January 28, 2010. |
stockholder of the combined enterprise (other than as a result of conversion of the stockholder’s interest in the Company), or our Board members (immediately before the combination) do not make up a majority of the board of the combined enterprise; or (iv) stockholder approval of acomplete liquidation.
period, traditional performance-based RSU awards will vest immediately based on:
retiree Medicare supplement plan which provides a fixed annualsubsidy for qualified Medicare supplement or other qualified medical expenses through a retiree reimbursement account. For more details on this Agreement, see theAgreements with Our CEO section (starting on page 71).
for the period endedMarch 31, 2015.
does not apply to any participant who enters the plan after January 27, 2010.
– 1.75%, and (iii) Long-Term – 2.70%.
Stockholdersare not voting to approve or disapprove of the Board’s recommendation. Instead, the proxy card provides stockholders with four choices for holding future advisory Say On Pay votes on executive compensation under this proposal:
andadvisory basis, you vote “1 Year” for the frequency of future advisory Say On Pay votes on the compensation of the named executives. Proxies received by the Board will be voted for conducting future advisoryvotes on NCR executive compensation on an annual basis unless they specify otherwise.
will not be counted as votes cast and will have no effect on the votes for this proposal.
Operating Income (NGOI) for Operating Income (NPOI), a metric that is no longer used by the Company. The Board believes that the ability tomake awards based on achievement of NGOI will help to attract and motivate executives to perform at the highest levels on current key Company-wide financial metrics.
will not be counted as votes cast and will have no effect on the votes for this proposal.
Operating Income (“NGOI”), which replaces the business criteria of Operating Income (“NPOI”) that appliedunder the Prior Plan; and |
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strategy has reduced ourexposure to pension expense as it relates to our annual financial performance and operational success.
adjustments, pensionsettlements, pension curtailments and pension special termination benefits and other specified special items, including amortization of acquisition related intangibles, after accrual of any amounts for payment under the Amended MIP for theperformance period and any other Company plan to the extent provided by the Committee, adjusted to eliminate the effects of charges for restructurings, discontinued operations, any unusual or infrequently occurring items, and the cumulative effectof accounting changes, each as defined by generally accepted accounting principles or identified in the Company’s financial statements, notes to the financial statements or management’s discussion and analysis.
items, and the cumulative effect of tax or accounting changes, each as defined by generally accepted accounting principles or identified in the Company’s financial statements, notes to thefinancial statements or management’s discussion and analysis. |
goals, economic and relative performance considerations and assessments of individual performance, and other factors determined appropriate by the Committee.
compensation if determined to be in the best interests of the Company’s stockholders.
goals, economic and relative performance considerations and assessments of individualperformance. The time period during which the achievement of the performance goals is to be measured will be determined by the Committee, subject to a maximum of five years and a minimum of six months. Within the earlier of 90days after the beginning of each fiscal year or the expiration of 25% of a performance period, the Committee will designate one or more performance periods, determine the participants for such performance periods and affirm the applicability of theformula for determining each participant’s award.
directors is critical to the future of NCR and directly serves the interests of our stockholders. As a result of the limited number of shares remaining available for issuance under the 2013Stock Plan, our projections show that that the share reserve will not likely be sufficient to cover anticipated new equity grants needed beyond 2017.
philosophy, as reflected in these proxy materials.
directors, |
plus the shares subject to outstanding grants plus the shares remaining in the share reserve. |
| Average* SVT and Overhang are competitively aligned withthe NCR Peer Group** | ||||||
Average* | ||||||||||||
Medians.
basis with common stock. |
and convertible at any time, with enough common shares reserved now for full conversion. |
basis in our diluted share count metrics – for example, diluted Earnings Per Share: |
diluted EPS as a key performance measure. |
diluted EPS guidance. |
basis” to evaluate the economicimpact of our 2017 Stock Plan proposal.
directors also receive equity grants. These equity grant practices strongly incentivize a large portion of our workforce to drive shareholder value in furtherance of our Vision 2020 strategy and in direct alignment with stockholder interests. |
director stock ownership requirements in 2016 to be a multiple of five times (5x) theannual retainer under the NCR Director Compensation Program. |
| Director Pay Cap: Director pay capped at $1 million annually including cash and NCR equity |
| : The 2017 Stock Plan does not provide for anytax | |||||
| Stronger Repricing Prohibition: Plan language strengthened with more explicit prohibition on option/SAR repricing |
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| Stronger Cash Buyout Prohibition: Plan language strengthened with more explicit prohibition on cash buyout of underwater options/SARs without stockholder approval |
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| Stronger Award Clawback Provisions: Plan language strengthened for awards to be forfeited or clawed back in certain circumstances involving misconduct |
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| 162(m) Deductibility: Plan updates list of business criteria for performance-based awards |
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| Dividend Treatment: Plan provides that no dividends or dividend equivalents will be accrued or paid before the underlying award vests |
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Weighted average exerciseprice | ||||
Weighted average remaining contractualterm | ||||
directors and consultants. As of December 31, 2016, approximately 4,600 individuals would have been eligible to participate in the 2017 Stock Plan | ||
directors, whether under the 2017 Stock Plan or otherwise, is limited to an aggregate of $1 million in any calendar year, as measured by the grant date value (for equity-based compensation) | ||
directors, are eligible to receive awardsunder the 2017 Stock Plan. However, ISOs may only be granted to employees.
period. |
period. |
Director Awards director under the 2017 Stock Plan and the NCR DirectorCompensation Program and otherwise during any calendar year is $1,000,000. |
operating income and operating income less capital charge); net income or loss (before or after taxes);net operating profit (before or after taxes); or income or loss (before or after allocation of corporate overhead and bonus); cash flow (before or afterdividends) (including operating cash flow and free cash flow); cash flow return on capital; cash flow per share (before or after dividends); gross or net margin; operating margin; bookings; net sales; return on equity; return on capital (includingreturn on total capital or return on invested capital); cash flow return on investment; return on assets or net assets or operating assets; economic value added (or an equivalent metric); stock price appreciation; total stockholder return (measuredin terms of stock price appreciation and dividend growth); cost control; gross profit; operating profit; enterprise value; net annual contract value; cash generation; unit volume; appreciation in and/or maintenance of stock price; market share;sales; asset quality; cost saving levels; marketing-spending efficiency; core noninterest income; cash margin; debt reduction; stockholders equity; operating efficiencies; customer satisfaction; customer growth; employee satisfaction; productivityor productivity ratios; financial ratios, including those measuring liquidity, activity, profitability or leverage; financing and other capital raising transactions (including sales of the Company’s equity or debt securities); debt level cash position; book value; competitive market metrics; implementation, completion or attainment of measurable objectives with respect to research, development, manufacturing, products or projects,acquisitions and divestitures, succession and hiring projects, reorganization and other corporate transactions, expansions of specific business operations and meeting divisional or project budgets; improvement in or attainment of expense levels; orchange in working capital with respect to the Company or any one or more affiliates, subsidiaries, divisions, business units or business segments of the Company either in absolute terms or relative to the performance of one or more other companiesor an index covering multiple companies, and (ii) such Performance Goals shall be set by the Committee within the time period prescribed by Code Section 162(m).
Participants |
stock split, extraordinary dividend or similar event affecting the Company or the common stock (each a “Corporate Transaction”), the Committee is authorized to make appropriate and equitableadjustments to: (a) the number and kind of common shares or other securities reserved for issuance and delivery under the 2017 Stock Plan; (b) the Plan’s maximum share limits; (c) the number and kind of common shares or othersecurities subject to outstanding Awards; and (d) outstanding Option and SAR exercise prices.
period following a Change in Control, (x) by the Company other than for Cause (as defined below) or disability, or (y) to the extent applicable,by the participant for Good Reason (as defined below):
means, unless otherwise provided in an Award Agreement, Cause as defined in any employment, consulting or similar agreement between the Plan participant and the Company or one of its subsidiaries or affiliates, or, if nosuch agreement exists or if it does not define Cause, Cause will generally mean, with regard
Transaction (as defined below) will generally not be deemed a Change in Control; or |
Transaction”); or |
directors if the 2017Stock Plan is approved by stockholders.
will not be counted asvotes cast and will have no effect on the votes for this proposal. Under the rules of the NYSE, abstentions will be counted as votes cast and thus will have the same effect as a vote “against” this proposal. Proxiesreceived by the Board will be voted FOR this proposal unless they specify otherwise.
through the issuance of additional shares of Series A Convertible Preferred Stock, for the first sixteen dividend payment dates, after which dividends are payable in cash or (or a combination of both) at the option of the Company.
to Blackstone of 46,934 shares of Series A Convertible Preferred Stock, and as of the Record Date, Blackstone held 866,934 shares of Series A Preferred Stock,which shares represented approximately 19% of the Company’s common stock on an basis.
with the Securities and Exchange Commission to register for resale an aggregate of (i) 1,021,314 shares of Series A Convertible Preferred Stock, consisting of the 820,000 shares of Series A Convertible PreferredStock issued to Blackstone in December 2015, and 201,214 shares of Series A Convertible Preferred Stock to be issued as dividends paid on such shares over a four-year period from December 2015; and(ii) 34,043,460 shares of the Company’s common stock, which represents the total number of shares of common stock issuable upon conversion of all such shares of Series A Convertible Preferred Stock. Under the registration statement,Blackstone may offer and sell shares of Series A Convertible Preferred Stock or shares of common stock in public or private transactions, or both. These sales may occur at fixed prices, at market prices prevailing at the time of sale, atprices related to prevailing market prices, or at negotiated prices.
services to be provided to the Company by its independent accountants be by the Audit Committee. The Audit Committee has adopted policies and procedures regarding its of these services (the Policy”). The Policy is designed to assure that theprovision of such services does not impair the independence of the Company’s independent registered public accounting firm and includes the following principles and restrictions, among others:
services that are not permitted under applicable laws and regulations, including, withoutlimitation, the Sarbanes-Oxley Act of 2002 and the SEC’s related rules and regulations. |
it will require specific by the Audit Committee. Any other services and tax consulting services will require specific by the Audit |
by the Audit Committee will also be required for any material changes or additions to the services. |
services to total fees for audit and audit-related services procured by the Company in a fiscal year be less than 1 to 1. |
fee levels for all services to be provided bythe independent registered public accounting firm will be established annually by the Audit Committee and updated on a quarterly basis by the Audit Committee at its regularly scheduled meetings. Any proposed services significantlyexceeding these levels will require separate by the Audit Committee. |
audit, audit-related, tax and all other services provided by the Company’s independent registered public accounting firm or itsaffiliates to NCR or its consolidated subsidiaries. |
documentation will be provided to the AuditCommittee by management and/or the independent registered public accounting firm when requesting of services by the Company’s independent registered public accounting firm. At therequest of the Audit Committee, additional detailed documentation regarding the specific services will be provided. |
services to be provided by the firm during that year. The Audit Committee reviews and the proposedservices taking into account, among other things, the principles and restrictions set forth in the Policy. Under the Policy, theAudit Committee has delegated to its Chair limited authority to grant for audit, audit-related, tax and other services in the event thatimmediate approval of a service is needed, and the Chair can further delegate such authority to another Audit Committee member. The Chair (or his or her delegate) must report any decisions to the Audit Committee at its next scheduled meeting for its review and approval. The Audit Committee may not delegate to management its responsibilities to services performedby the independent registered public accounting firm.
tax and all other services provided by PricewaterhouseCoopers to the Company, and the fees charged for such services, are actively monitored by the Audit Committee as set forth in the Policy on a quarterly basis to maintain the appropriate level of objectivity and independence in the firm’s audit work for NCR. Part of the Audit Committee’s ongoingmonitoring includes a review of any de minimis exceptions as provided in the applicable SEC rules for services that were not by the AuditCommittee. In 2016 and 2015, of those total amounts reported above, all activities were by the Audit Committee prior to commencement, and therefore no de minimis activity was reported.
and, together with the Board, hasreviewed and discussed the Company’s Annual Report on Form and the Proxy Statement. In addition, the Audit Committee discussed with PricewaterhouseCoopers, the matters required to bediscussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee has alsoreceived the written disclosures and the letter from PricewaterhouseCoopers required by applicable requirements of the Public Company Accounting Oversight Board and has discussed with PricewaterhouseCoopers its independence. In connectionwith its discussions concerning the independence of its independent registered public accounting firm, the Audit Committee adopted its annual policy requiring that the Audit Committee all audit and services provided by the Company’s independent registered public accounting firm or its affiliates to NCR or its consolidated subsidiaries. The Audit Committee also reviewed itsprocedures for processing and addressing complaints regarding accounting, internal controls, or auditing matters, and the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditingmatters. Finally, the Audit Committee has reviewed NCR’s critical accounting policies and alternative policies with management and the Company’s independent registered public accounting firm to determine that both are inagreement that the policies currently being used are appropriate.
for the fiscal year ended December 31, 2016 forfiling with the SEC.
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Policy” as defined on page 113 of this proxy statement and applicable SEC rules and guidance, the Audit Committeeconsidered whether the provision during 2016 of the tax and other services described above under the caption “Fees Paid to Independent Registered Public Accounting Firm” was compatible withmaintaining the independence of PricewaterhouseCoopers and concluded that it was.
will not be counted as votes cast and will have no effect on the approval of the resolution. The vote is notbinding on the Board and Audit Committee but the Board and Audit Committee will review and consider the voting results when evaluating selection of the Company’s independent registered public accounting firm in the future.
() was vacated after a court decision regarding the SEC’s cost-benefit analysis. Therefore, proxy access rights must be established on a basis. Subsequently,Proxy Access in the United States: Revisiting the Proposed SEC Rule(http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1) a cost-benefit analysis by CFA Institute, found proxy access would “benefit both the markets and corporate boardrooms, with little cost or disruption,” raising US marketcapitalization by up to $140.3 billion. Public Versus Private Provision of Governance: The Case of Proxy Access (http://ssrn.com/abstract=2635695) found a 0.5 percent average increase in shareholder value for proxyaccess targeted firms.
ofprevious proxy access candidates who failed to receive a meaningful vote in a prior election. Specifically, it provides that a candidate who stands for election at an annual meeting via proxy access, but who does not receive at least 25%of the votes cast by stockholders at that annual meeting, may not be nominated again as a candidate using proxy access for the following two years. This limitation is designed to prevent abuse of the proxy access process and to avoid itsbeing burdened by candidates who are unable to command a modest showing in the election (but it does allow those who command substantial minority voting percentages,i.e., 25%, to run again without restriction). NCR and itsstockholders should not be required to again incur the expense, and manage the distraction, of a proxy access nomination for a candidate that our stockholders as a whole did not meaningfully support. The stockholder proposal would lowerthis limit to only 10% of votes cast, which we believe does not represent a meaningful level of stockholder support and would foster the burdens discussed above. |
will not be counted as votes cast and will have no effect on the approval of the stockholderproposal. The vote is not binding on the Board, but the Board will review and consider the voting results when evaluating whether to amend the bylaws as described in the stockholder proposal in the future.
expenses. In accordance with SEC and NYSE rules, NCR also will reimburse brokerage houses and othercustodians, nominees and fiduciaries for their expenses of sending proxies and proxy materials to the beneficial owners of NCR common stock and Series A Convertible Preferred Stock.
for possible inclusion in the proxy materials for NCR’s 2018 Annual Meeting of Stockholders must follow the procedures found in SEC Rule and theCompany’s bylaws. To be eligible for possible inclusion in the Company’s 2018 proxy materials, all qualified proposals must be received by NCR’s Corporate Secretary no later than 5:00 p.m. Eastern Time on November 17,2017.
may be made only: (i) pursuant to the Company’s notice of meeting; (ii) by or at the directionof the Board; or (iii) by any stockholder of the Company who was a stockholder of record, both at the time of giving of notice as provided for in our bylaws and at the time of the annual meeting, who is entitled to vote at the meeting in theelection of each individual so nominated or on any such other business and who has provided the information required by our Bylaws and delivered notice to the Company no earlier than 150 days nor later than 5:00 p.m., Eastern Time, 120 days beforethe first anniversary of the date of the proxy statement for the preceding year’s annual meeting.
measures, which are described below. These measures are reconciled to their most directly comparable GAAP measures inNCR’s Annual Report on Form on pages 32 (Free Cash Flow) and 94 Operating Income — referred to as “segment operating income”).
Operating Income. NCR’s Operating Income is determined by excluding pension adjustments, pension settlements, pension curtailments andpension special termination benefits and other special items, including amortization of acquisition-related intangibles, from NCR’s GAAP income from operations. Due to the nature of these pension and other special items, NCR’s management uses Operating Income to evaluate year-over-year operating performance. NCR also uses Operating Income to manage and determine the effectiveness of its business managers and as a basis for incentive compensation. NCR believes this measure is useful because it provides a morecomplete understanding of NCR’s underlying operating performance, as well as consistency and comparability with NCR’s past reports of financial results.
measures may differfrom similarly-titled measures reported by other companies and cannot, therefore, be compared with similarly-titled measures of other companies. These measures should not be considered assubstitutes for, or superior to, results determined in accordance with GAAP.
contained in this proxy statement and Annual Report. Any forward-looking statement speaks onlyas of the date on which it is made. NCR does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
compensation if determined to be in the best interests of the Company’s stockholders.
Operating Income for the Chief Executive Officer for the Performance Period and 0.75% of Non-GAAP Operating Income for each of the other Participants for the Performance Period.
Operating Income” means the Company’s netrevenue, less product and service costs and marketing, selling, general and administrative, research, and development expenses, excluding pensionadjustments, pension settlements, pension curtailments and pension special termination benefits and other specified special items, including amortization of acquisition related intangibles, after accrual of any amounts for payment under the Plan forthe Performance Period and any other Company plan to the extent provided by the Committee, adjusted to eliminate the effects of charges for restructurings, discontinued operations, any unusual or infrequently occurring items, and the cumulativeeffect of accounting changes, each as defined by generally accepted accounting principles or identified in the Company’s financial statements, notes to the financial statements or management’s discussion and analysis.
goals, economic and relative performance considerations and assessmentsof individual performance.
of Plan. Neither theadoption of the Plan by the Board of Directors nor the submission of the Plan to stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board of Directors or the Committee to adopt such otherincentive arrangements as either may deem desirable, including, without limitation, cash or equity-based compensation arrangements, either tied to performance or otherwise.
anniversary of the date of grant of the ISO and the anniversary ofthe date of the acquisition thereof, then: (a) upon a later sale or taxable exchange of the shares, any recognized gain or loss would be treated for tax purposes as a long-term capital gain or loss; and (b) the Company would not bepermitted to take a deduction with respect to that ISO for federal income tax purposes.
and holding periods described above (a “disqualifying disposition”),generally the optionee would realize ordinary income in the year of disposition in an amount equal to the lesser of: (i) any excess of the fair market value of the shares at the time of exercise of the ISO over the amount paid for the shares;or (ii) the excess of the amount realized on the disposition of the shares over the participant’s aggregate tax basis in the shares (generally, the exercise price). A deduction would be available to the Company equal to theamount of ordinary income recognized by the optionee. Any further gain realized by the optionee would be taxed as
shares, actually or constructively received (and, with respect to an employee, will be subject to income tax withholding on the amount of such ordinaryincome). The amount of ordinary income recognized by the participant generally will be deductible to the Company, except to the extent that the limitations on deductibility under Section 162(m) apply.
operating income and operating income less capital charge); net income or loss (before or after taxes); net operating profit (before or aftertaxes); or income or loss (before or after allocation of corporate overhead and bonus); cash flow (before or after dividends) (including operating cashflow and free cash flow); cash flow return on capital; cash flow per share (before or after dividends); gross or net margin; operating margin; Bookings; net sales; return on equity; return on capital (including return on total capital or return oninvested capital); cash flow return on investment; return on assets or net assets or operating assets; economic value added (or an equivalent metric); stock price appreciation; total stockholder return (measured in terms of stock price appreciationand dividend growth); cost control; gross profit; operating profit; enterprise value; net annual contract value; cash generation; unit volume; appreciation in and/or maintenance of stock price; market share; sales; asset quality; cost saving levels;marketing-spending efficiency; core noninterest income; cash margin; debt reduction; stockholders equity; operating efficiencies; customer satisfaction; customer growth; employee satisfaction; productivity or productivity ratios; financial ratios,including those measuring liquidity, activity, profitability or leverage; financing and other capital raising transactions (including sales of the Company’s equity or debt securities); debt level cash position; book value; competitive market metrics; implementation, completion or attainment of measurable objectives with respect to research, development, manufacturing, products or projects, acquisitions and divestitures, succession and hiringprojects, reorganization and other corporate transactions, expansions of specific business operations and meeting divisional or project budgets; improvement in or attainment of expense levels; or change in working capital with respect to the Companyor any one or more Affiliates, Subsidiaries, divisions, business units or business segments of the Company either in absolute terms or relative to the performance of one or more other companies or an index covering multiple companies, and(ii) such Performance Goals shall be set by the Committee within the time period prescribed by Section 162(m) of the Code.
period. The
directors, the aggregate dollar value of equity-based (based on the grant dateFair Market Value of equity-based Awards) and cash compensation granted pursuant to this Plan and the NCR Director Compensation Program and otherwise during any calendar year to any one directorshall not exceed $1,000,000.
under theSecurities Act of 1933, as amended, and any successor thereto. Options or SARs shall be exercisable, subject to the terms of the Plan, only by the applicable Participant, the guardian or legal representative of such Participant, or anyperson to whom such Option or SAR is permissibly transferred pursuant to this Section 5.08, it being understood that the term “Participant” includes such guardian, legal representative and other transferee;provided,however, that the term “Termination of Employment” shall continue to refer to the Termination of Employment of the original Participant.
period following aChange in Control (x) by the Company other than for Cause or Disability or (y) for Participants who are participants in the NCR Change in Control Severance Plan (the “CIC Severance Plan”), for Participants who are coveredby an NCR severance plan, policy or guidelines (“Severance Policy”) at a level that provides the Participant with the opportunity to resign for “good reason,” and for other Participants to the extent set forth in an AwardAgreement, by the Participant for Good Reason (as herein defined):
promulgated under the Exchange Act) of 30% or more of either (a) the then outstanding shares of commonstock of the Company (the “Outstanding Company Common Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “OutstandingCompany Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition bythe Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (d) any acquisition pursuant to a transaction which complies withclauses (A), (B) and (C) of subsection (c) of this Section 10.02; or
of the directors then comprising the Incumbent Board shall be considered asthough such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election orremoval of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
. Except as otherwise provided in Section 5.08 or by the Committee, Awards under the Plan are not transferable except by will or by laws of descent and distribution.
States law. Neither the Company, its Subsidiaries or Affiliates, nor theirrespective directors, officers, employees or advisers shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of the grant,holding, vesting, exercise, or payment of any Award under the Plan.
Grant” means an Award granted to an Eligible 102 Participantpursuant to Section 102(c) of the ITO.
Grants to Eligible 102 Participants at any time.
Grants and Eligible Individuals who are not Eligible 102 Participants may be granted only 3(i) Awards.
Grant or a 3(i) Award; and, if the grant is a 102 Trustee Grant, whether it is a 102 Capital Gains Track Grant or a 102 Earned Income TrackGrant.
Grants, if theEligible 102 Participant ceases to be employed by the Company or any Affiliate, the Eligible 102 Participant shall extend to the Company and/or its Affiliate a security or guarantee for the payment of tax due at the time of sale of Share to thesatisfaction of the Company, all in accordance with the provisions of Section 102 of the ITO and the ITO Rules.
3097 SATELLITE BOULEVARD DULUTH, GA 30096 | Your Internet or telephone authorization authorizes the named proxies to vote the shares in the same manner as ifyou marked, signed and returned your proxy card.
AUTHORIZE BY INTERNET-www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until11:59 p.m. Eastern Time on April 25, 2017. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
AUTHORIZE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 25, 2017. Have your proxy card in handwhen you call and follow the instructions.
AUTHORIZE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to NCR Corporation, c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717.
VOTE DURING THE MEETING During The Meeting- Go towww.virtualshareholdermeeting.com/NCR2017
You may attend the Meeting via webcast and vote during the Meeting. Have the information that is printed in the box marked by the arrow availableand follow the instructions.
ELECTRONIC DELIVERY OF FUTURE STOCKHOLDERCOMMUNICATIONS If you would like to reduce the costs incurred by NCR in mailing proxy materials, you can consent to receiving all futureproxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to authorize your vote using the Internet and, when prompted, indicate that youagree to receive or access stockholder communications electronically in future years. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
E18683-P88404-Z69557 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THISPROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
For All | Withhold All | For All Except | To withhold authority to vote for any individual nominee(s),mark “For All Except” and write the number(s) of the nominee(s) on the line below. | |||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR the following:
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Vote on Proposals:
The board of Directors recommends you vote FOR the following proposals: |
For |
Against |
Abstain |
For |
Against |
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Abstain |
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Advisory vote to approve, on an advisory basis, executive compensation as more particularly described in the proxymaterials. | To approve the proposal to approve the NCR Corporation 2017 Stock Incentive Plan as more particularly described in the proxymaterials. | |||||||||||||||||||||||||||||
The Board of Directors recommends you vote 1 year on the following proposal: | To ratify the appointment of independent registered public accounting firm for 2017 as more particularly described in the proxymaterials. | |||||||||||||||||||||||||||||
Advisory vote on the frequency of future advisory votes on the compensation of our named executiveofficers. |
The Board of Directors recommends you voteAGAINST the following proposal submitted by a stockholder: | |||||||||||||||||||||||||||||
The Board of Directors recommends you vote FOR the following proposals:
| To request the Board to amend the Company’s “proxy access” bylaw as more particularly described in theproxy materials.
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To approve the proposal to amend and restate the NCR Management Incentive Plan for purposes of InternalRevenue Code Section 162(m) as more particularly described in the proxy materials. | ||||||||||||||||||||||||||||||
NOTE:This meeting will consider such other business as may properly come before the meeting or anypostponement or adjournment thereof. | ||||||||||||||||||||||||||||||
Please indicate if you plan to attend this meeting in person. | Yes | No | ||||||||||||||||||||||||||||
NOTE:If you attend the meeting and decide to vote by ballot, your ballot will supersede this proxy.Please sign exactly as your name appears on the records of the Company and enter the date on which you sign. If the shares are held jointly, each holder should sign. If signing for a corporation or partnership or as an agent, attorney,guardian or fiduciary, indicate the capacity in which you are signing.
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Signature [PLEASE SIGN WITHIN BOX]
| Date
| Signature (Joint Owners)
| Date
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V.1.2
Annual Meeting of Stockholders
NCR’s 2017 Annual Meeting of Stockholders will be held at 9:00 a.m. on April 26, 2017 via a virtual meeting that willbe webcast and can be accessed at www.virtualshareholdermeeting.com/NCR2017. Please see your proxy statement for instructions should you wish to attend the virtual meeting. |
Important Notice Regarding the Availability of Proxy Materials for the 2017 Annual Meeting:
The Notice of 2017 Annual Meeting of Stockholders and Proxy Statement, and 2016 Annual Report
on Form 10-K, are available at www.proxyvote.com.
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E18684-P88404-Z69557
NCR CORPORATION
Proxy/Voting Instruction Card
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSOF NCR FOR NCR’S 2017 ANNUAL MEETING OF STOCKHOLDERS ON APRIL 26, 2017
The undersigned stockholder of NCR Corporation, a Marylandcorporation (“NCR” or the “Company”), hereby appoints William R. Nuti, Edward Gallagher and Robert P. Fishman, and each of them, as proxies, and with full power of substitution, in each of them, with the powers the undersignedwould possess if personally present at NCR’s 2017 Annual Meeting of Stockholders to be held via a live webcast on April 26, 2017, and at any postponement or adjournment thereof, to vote all shares of common stock of NCR or shares of Series AConvertible Preferred Stock, as applicable, that the undersigned is entitled to vote upon any matter that may properly come before the meeting that shares of common stock or Series A Convertible Preferred Stock, as applicable, may vote upon,including the matters described in the accompanying proxy statement. This proxy also provides voting instructions to the trustee of the NCR Savings Plan and to the trustees and administrators of other plans, with regard to shares of NCR common stockthe undersigned may hold under such plans for which the undersigned is entitled to vote at said meeting to the extent permitted by such plans and their trustees and administrators. The undersigned hereby acknowledges receipt of the Notice of the2017 Annual Meeting of Stockholders and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting.
THE PROXIES OR THE TRUSTEES AND ADMINISTRATORS OF THE PLANS,AS THE CASE MAY BE, WILL VOTE THE SHARES IN ACCORDANCE WITH THE DIRECTIONS ON THIS PROXY CARD. IF YOU DO NOT INDICATE YOUR CHOICES ON THIS CARD, THE PROXIES WILL VOTE THE SHARES “FOR” EACH NOMINEE FOR DIRECTORS, “FOR” THEAPPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION AS DESCRIBED IN THE PROXY MATERIALS, “FOR” THE FREQUENCY OF 1-YEAR ON FUTURE NON-BINDING ADVISORY VOTES ON NCR EXECUTIVE COMPENSATION, “FOR” THE APPROVAL OF THE PROPOSAL TOAPPROVE THE AMENDMENT AND RESTATEMENT OF THE NCR MANAGEMENT INCENTIVE PLAN FOR PURPOSES OF CODE SECTION 162(M), “FOR” THE APPROVAL OF THE PROPOSAL TO APPROVE THE NCR CORPORATION 2017 STOCK INCENTIVE PLAN, “FOR” THE RATIFICATIONOF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTING FIRM, AND “AGAINST” THE STOCKHOLDER PROPOSAL. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTERTHAT MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF THAT THE HOLDER WOULD BE ENTITLED TO VOTE UPON. IF YOU ARE A NCR SAVINGS PLAN PARTICIPANT OR OTHER PLAN PARTICIPANT ENTITLED TO VOTE AT THE 2017 ANNUAL MEETING OFSTOCKHOLDERS AND DO NOT INDICATE YOUR CHOICES ON THIS CARD, THOSE SHARES WILL BE SO VOTED BY THE TRUSTEES OF SUCH PLANS.
(Continued and to be signed on reverse side.) | ||
V.1.2
*** Exercise YourRightto Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on April 26, 2017.
NCR CORPORATION | Meeting Information
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Date: April 26, 2017 |
Time: 9:00a.m. | |||||||||||
Location: Virtual Meeting by webcastat | ||||||||||||
www.virtualshareholdermeeting.com/NCR2017. | ||||||||||||
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Thecompany will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/NCR2017 and be sure to have the information that is printed in the box marked by the arrow | |||||||||||
3097 SATELLITE BOULEVARD DULUTH, GA 30096 |
You are receiving this communication because you holdshares in the company named above. | |||||
This is not a ballot. You cannot use this notice to votethese shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverseside). | ||||||
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We encourage you to access and review all of theimportant information contained in the proxy materials before voting.
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— Before You Vote —
How to Access the Proxy Materials
| NOTICE AND PROXY STATEMENT 2016 ANNUAL REPORT ON FORM10-K How to View Online: Have theinformation that is printed in the box marked by the arrow
How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please chooseone of the following methods to make your request:
1)BY INTERNET: www.proxyvote.com 2)BY TELEPHONE: 1-800-579-1639 3)BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by thearrow
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the requestas instructed above on or before April 12, 2017 to facilitate timely delivery.
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— How To Vote —
Please Choose One of the Following Voting Methods
| Vote By Internet: Before The Meeting: Go towww.proxyvote.com.Have the information that is printed in the box marked by the arrow
During The Meeting: Go towww.virtualshareholdermeeting.com/NCR2017.You may attend the Annual Meeting via webcast and vote during theAnnual Meeting. Have the information that is printed in the box marked by the arrow Vote By Mail:You can vote by mailby requesting a paper copy of the materials, which will include a proxy card.
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| Voting Items |
The Board of Directors recommends you vote FOR the following:
| 1. | Election of Directors |
| 01) | Richard L. Clemmer |
| 02) | Kurt P. Kuehn |
The Board of Directors recommends you vote FOR the following proposal:
| 2. | Advisory vote to approve, on an advisory basis, executive compensation as more particularly described in the proxy materials. |
The Board of Directors recommends you vote 1 year on the following proposal:
| 3. | Advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. |
The Board of Directors recommends you vote FOR the following proposals:
| 4. | To approve the proposal to amend and restate the NCR Management Incentive Plan for purposes of Internal Revenue Code Section 162(m) as more particularly described in the proxy materials. |
| 5. | To approve the proposal to approve the NCR Corporation 2017 Stock Incentive Plan as more particularly described in the proxy materials. |
| 6. | To ratify the appointment of independent registered public accounting firm for 2017 as more particularly described in the proxy materials. |
The Board of Directors recommends you vote AGAINST the following proposal submitted by a stockholder:
| 7. | To request the Board to amend the Company’s “proxy access” bylaw as more particularly described in the proxy materials. |
NOTE:This meeting will consider such other business as may properly come before the meeting or any postponement or adjournmentthereof.
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