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NCR CORP : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

07/27/2021 | 04:49pm EDT

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


On July 21, 2021, the Board of Directors (the "Board") of NCR Corporation, a Maryland corporation (the "Company"), amended and restated the Company's Bylaws (the "Amended Bylaws") as summarized below.

     •    Section 4 of Article I was amended to provide that a nominee for election
          as a director will be elected only if such nominee receives the
          affirmative vote of a majority of the total votes cast for and against
          such nominee at a meeting of stockholders duly called and at which a
          quorum is present; provided, however, that directors will be elected by a
          plurality of the votes cast at a meeting of stockholders duly called and
          at which a quorum is present for which the number of nominees is greater
          than the number of directors to be elected at the meeting. Prior to the
          adoption of the Amended Bylaws, directors were elected only by the
          majority of votes cast.

     •    Section 6 of Article I was amended to incorporate clarifications and
          enhancements regarding the conduct and administration of stockholder

     •    Article I was amended to add a new Section 12 regarding inspectors for

     •    Article II was amended to add a new Section 12 providing clarity on the
          procedures for filling vacancies on the Board.

In addition to the amendments described above, the Amended Bylaws also include certain changes to (i) clarify language, (ii) conform language more closely to Maryland law, and (iii) make various ministerial changes.

The foregoing description is qualified in all respects by reference to the full text of the Amended Bylaws, effective July 21, 2021, a copy of 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 exhibit is attached with this Current Report on Form 8-K:

Exhibit No.       Description

3.1                 Bylaws of NCR Corporation, as amended and restated effective
                  July 21, 2021.

104               Cover Page Interactive Data File (the cover page XBRL tags are
                  embedded within the Inline XBRL document).


© Edgar Online, source Glimpses

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