NCR Voyix Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$VYX
Office Equipment/Supplies/Services
Miscellaneous
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): June 3, 2026
(Exact name of registrant as specified in its charter)
Commission File Number 001-00395
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (800 ) 225-5627
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):
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The NCR Voyix Corporation 2026 Stock Incentive Plan (the "Plan") was approved by the stockholders of NCR Voyix Corporation ("NCR Voyix" or the "Company") at the Company's Annual Meeting of Stockholders on June 3, 2026 (the "2026 Annual Meeting") and became effective that same day. The Plan was previously approved by the Company's Board of Directors (the "Board") on April 17, 2026, subject to stockholder approval. In accordance with the Plan, no additional awards will be granted under the NCR Corporation 2017 Stock Incentive Plan on or after June 3, 2026.
A detailed summary of the Plan is described under "Approval of NCR Voyix Corporation 2026 Stock Incentive Plan" in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 21, 2026 (the "2026 Proxy Statement"), and is incorporated herein by reference. This summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is included in the 2026 Proxy Statement as Appendix A.
Item 5.07. Submission of Matters to a Vote of Security Holders.
NCR Voyix held its 2026 Annual Meeting on June 3, 2026 where the Company's stockholders voted on four proposals. Each of the four proposals are described in the 2026 Proxy Statement.
Record holders of shares of NCR Voyix common stock, par value $0.01 per share, and record holders of shares of Series A Convertible Preferred Stock, par value $0.01 per share with a liquidation preference of $1,000 per share, at the close of business on March 16, 2026, the record date for the 2026 Annual Meeting, were entitled to vote together as a single class on each of the proposals considered at the 2026 Annual Meeting, with holders of Series A Convertible Preferred Stock voting on an as-converted basis.
The final voting results with respect to each of the four proposals voted upon at the 2026 Annual Meeting are set forth below:
1. Election of Directors. Eight directors were elected to serve on the Board by the votes set forth in the table below for a term expiring at the Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualify :
| Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||
| James Kelly | 126,996,169 | 772,837 | 110,945 | 13,011,915 | ||||||||||
| Janet Haugen | 127,054,193 | 759,286 | 66,472 | 13,011,915 | ||||||||||
| Irv Henderson | 126,560,375 | 1,253,467 | 66,109 | 13,011,915 | ||||||||||
| Kirk Larsen | 126,940,259 | 870,600 | 69,092 | 13,011,915 | ||||||||||
| Laura Miller | 127,102,132 | 709,790 | 68,029 | 13,011,915 | ||||||||||
| Kevin Reddy | 127,032,622 | 778,332 | 68,997 | 13,011,915 | ||||||||||
| Laura Sen | 123,011,972 | 4,797,076 | 70,903 | 13,011,915 | ||||||||||
| Jeffrey Sloan | 126,730,631 | 1,080,200 | 69,120 | 13,011,915 | ||||||||||
2. Say on Pay: Advisory Vote on the Compensation of the Named Executive Officers. The compensation of the Company's named executive officers, as disclosed in the Company's 2026 Proxy Statement, was approved, on a non-binding and advisory basis, by the votes set forth in the table below:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 126,141,264 | 1,601,778 | 136,909 | 13,011,915 | ||||||||
3. Ratification of the Appointment of the Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the votes set forth in the table below:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 139,467,622 | 1,357,399 | 66,845 | — | ||||||||
4. Approval of the NCR Voyix Corporation 2026 Stock Incentive Plan. The Plan was approved by the votes set forth in the table below:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 122,928,557 | 4,818,684 | 132,710 | 13,011,915 | ||||||||
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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 Voyix Corporation | ||||||||
| By: | /s/ Kelli E. Sterrett | |||||||
| Kelli E. Sterrett | ||||||||
| Executive Vice President, General Counsel and Secretary | ||||||||
Date: June 8, 2026
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