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NCR Atleos (NATL) shareholders elect full board, approve pay and ratify PwC

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(Moderate)
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(Neutral)
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8-K

Rhea-AI Filing Summary

NCR Atleos Corporation reported the results of its 2026 Annual Meeting of Stockholders. Shareholders elected seven directors to serve until the 2027 Annual Meeting, with each nominee receiving over 34 million votes in favor and relatively few votes against or abstentions.

Stockholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 35,690,965 votes for and 461,702 against. In addition, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, with 37,534,375 votes for and minimal opposition.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Highest director support 36,133,714 votes for Votes for nominee Timothy C. Oliver at 2026 Annual Meeting
Say-on-pay support 35,690,965 votes for Advisory vote to approve named executive officer compensation
Say-on-pay opposition 461,702 votes against Advisory executive compensation proposal at 2026 Annual Meeting
Auditor ratification support 37,534,375 votes for Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026
Auditor ratification opposition 57,353 votes against Ratification of PricewaterhouseCoopers LLP at 2026 Annual Meeting
Broker non-votes on say-on-pay 1,396,703 broker non-votes Advisory vote on named executive officer compensation
Broker Non-Votes financial
"Votes for | Votes Against | Votes abstained | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Non-Binding and Advisory Vote financial
"Non-Binding and Advisory Vote to Approve the Compensation of Named Executive Officers"
independent registered public accounting firm financial
"independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders on May 21, 2026"
record date financial
"the record date for the 2026 Annual Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Understanding 8-K Material Events →
5/21/20260001974138false00019741382026-05-212026-05-21

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, 2026
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

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 2026 Annual Meeting of Stockholders on May 21, 2026 (the "2026 Annual Meeting"). Record holders of Atleos common stock, par value $0.01 per share at the close of business on March 6, 2026, the record date for the 2026 Annual Meeting, were entitled to vote each of the proposals considered at the 2026 Annual Meeting. The final results for each of the matters submitted to a vote of Atleos' stockholders at the 2026 Annual Meeting are as follows:
1.Election of Directors. Seven directors were elected to serve a term expiring at the Company's 2027 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. 35,237,704 944,820 31,631 1,396,703 
Mary Ellen Baker34,364,562 1,824,949 24,644 1,396,703 
Frank A. Natoli35,119,813 1,052,047 42,295 1,396,703 
Duncan L. Niederauer36,068,659 124,576 20,920 1,396,703 
Timothy C. Oliver 36,133,714 59,359 21,082 1,396,703 
Joseph E. Reece 36,048,061 145,751 20,343 1,396,703 
Jeffry H. von Gillern35,310,787 882,074 21,294 1,396,703 
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
35,690,965461,70261,4881,396,703 
3. 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, 2026 was ratified by the votes set forth in the table below:
Votes For Votes AgainstVotes Abstained Broker Non-Votes
37,534,37557,35319,1300


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, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did NCR Atleos (NATL) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing seven directors, approving named executive officer compensation on an advisory basis, and ratifying PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026.

Were NCR Atleos (NATL) director nominees elected at the 2026 annual meeting?

All seven director nominees were elected to serve until the 2027 Annual Meeting. Each nominee received more than 34 million votes for, with comparatively low votes against or abstentions, indicating broad shareholder support for the company’s board slate.

How did NCR Atleos (NATL) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of named executive officers on a non-binding advisory basis. The proposal received 35,690,965 votes for, 461,702 votes against, and 61,488 abstentions, along with 1,396,703 broker non-votes recorded in the results.

Which auditing firm did NCR Atleos (NATL) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026. The ratification received 37,534,375 votes for, 57,353 votes against, and 19,130 abstentions, with no broker non-votes reported.

When was the record date for NCR Atleos (NATL) 2026 annual meeting voting eligibility?

The record date for voting eligibility at NCR Atleos’ 2026 Annual Meeting was the close of business on March 6, 2026. Holders of the company’s common stock on that date were entitled to vote on all proposals presented at the meeting.

How many broker non-votes were recorded in NCR Atleos (NATL) 2026 shareholder votes?

Broker non-votes totaled 1,396,703 for the director elections and the advisory vote on executive compensation. For the ratification of PricewaterhouseCoopers LLP as auditor, there were zero broker non-votes, reflecting the routine nature of that proposal.

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