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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):
October 28, 2025
NCR ATLEOS CORPORATION
(Exact name of registrant as specified in its
charter)
Commission File Number
001-41728
| Maryland |
92-3588560 |
(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 share |
NATL |
New
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. ¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On October 28, 2025, the Board of Directors (the “Board”)
of NCR Atleos Corporation (the “Company”) approved and adopted, effective as of such date, amendments to the Company’s
bylaws, amending and restating them in their entirety (as amended, the “Second Amended and Restated Bylaws”).
The Second Amended and Restated Bylaws (i) clarify and enhance procedural
and disclosure requirements related to the Company’s advance notice procedures for stockholder proposals and director
nominations to be brought before an annual meeting of stockholders, including, among other changes, to clarify receipt of notices, remove
references to persons “acting in concert” from the definition of stockholder associated persons and references to their affiliates,
include a reference to members of groups and clarify the meaning of support in certain instances; (ii) remove specific date references
to the 2023 and 2024 annual meeting and proxy statement; (iii) confirm the Board’s authority to modify committee membership, dissolve
committees, adjust delegations and remove certain Company officers; and (iv) make certain other clarifying and conforming changes, including,
among others, changes regarding officer resignations and adding and clarifying certain references to the lead director.
The foregoing summary does not purport to be complete and is qualified
in its entirety by reference to the text of the Second Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are attached with this current report on Form
8-K:
Exhibit
No. |
|
Description |
| 3.1 |
|
Second Amended and Restated Bylaws of NCR Atleos Corporation, dated as of October 28, 2025 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 J. Nuñez |
| |
|
Ricardo J. Nuñez |
| |
|
Executive Vice President, General Counsel and Corporate Secretary |
Date: October 28, 2025
