Item 1. |
Description of Registrants Securities to be Registered. |
Below is a summary of the material terms of the Certificate of Incorporation (Charter) of Diebold Nixdorf, Incorporated, a Delaware
corporation (the Company) and the Amended and Restated Bylaws (Bylaws) of the Company and the relevant sections of the Delaware General Corporation Law (the DGCL). This description is qualified in its entirety by
the full text of the Charter and Bylaws, copies of which are included as Exhibits 3.1 and 3.2, respectively, to this registration statement on Form 8-A, and by the applicable provisions of the DGCL and
incorporated by reference herein.
Authorized Capital Stock
The Company has the authority to issue a total of 47,000,000 shares of stock of the Company, consisting of 45,000,000 shares of common stock
(the Common Stock), par value $0.01 per share, and 2,000,000 shares of preferred stock, par value $0.01 per share (the Preferred Stock).
The Board of Directors of the Company (the Board) is granted authority to issue shares of Preferred Stock in series, and by filing
a certificate pursuant to the DGCL (such certificate being hereinafter referred to as a Preferred Stock Designation), to establish from time to time the number of shares to be included in each such series, and to fix the designation,
powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof; provided, however, that the Board is authorized to provide for the issuance of shares of Preferred Stock solely in order
to implement a shareholders rights plan.
The Company may not issue non-voting equity
securities of any class, series or other designation to the extent prohibited by Section 1123(a)(6) of the chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code); provided, however, that the foregoing restriction
(i) shall have no further force and effect beyond that required under such Section 1123(a)(6) of the Bankruptcy Code nor after such Section 1123(a)(6) of the Bankruptcy Code no longer applies to the Company, and (ii) may be
amended or eliminated in accordance with applicable law.
Common Stock
Holders of Common Stock are entitled to cast one vote for each share of Common Stock held on each matter properly submitted to the shareholders
for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to the Charter (including any Preferred Stock Designation relating to any series of Preferred Stock)
that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon
pursuant to the Charter (including any Preferred Stock Designation relating to any series of Preferred Stock);
The Companys
outstanding shares of Common Stock are fully paid and nonassessable.
The Bylaws include a proxy access provision, which allows a
shareholder, or a group of up to 20 shareholders in the aggregate, owning 3% of the outstanding Common Stock continuously for at least three years to nominate and include in the Companys annual meeting proxy materials director nominees
constituting up to 20% of the number of directors in office or two nominees, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.
Preferred Stock
Under the Charter, the
Board is authorized to issue shares of Preferred Stock in series, subject to any limitations prescribed by law, and to establish from time to time the number of shares to be included in each such series. With respect to any such series, the Board is
authorized to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof; provided, however, that the Board is authorized to provide for the issuance of shares
of Preferred Stock solely in order to implement a shareholders rights plan.