Diebold Nixdorf, Incorporated (DBD)
NYSE: DBD · Real-Time Price · USD
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May 29, 2026, 12:29 PM EDT - Market open
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AGM 2026

May 22, 2026

Operator

Good morning, and welcome to the 2026 Diebold Nixdorf Annual Meeting of Stockholders. I will now turn the call over to the Chairman of the Board of Directors, Patrick Byrne.

Patrick Byrne
Chairman of the Board of Directors, Diebold Nixdorf

Good morning. On behalf of Diebold Nixdorf's directors, management, and worldwide employees, I'd like to welcome everyone and thank you for joining us today. My name is Patrick Byrne, and I'm honored to serve as the chairman of the board of Diebold Nixdorf. We're excited to host this virtual meeting, which allows us to be more inclusive with our stockholder communications. Any stockholders who haven't yet voted or wish to change their vote may do so by clicking on the voting button at any time during this meeting up until the time the polls close immediately after the proposals. As is our custom, we will conduct the business portion of our meeting first and answer pre-submitted questions at the end of the meeting. Please note this meeting is being recorded and will be available for replay.

However, no one attending via the webcast or telephone is permitted to use any audio recording device. It is now 8:00 A.M. Eastern Daylight Time on May 22nd, 2026, and the 2026 annual meeting of stockholders is now called to order. As the chairman of the board, it is my privilege to preside over this stockholder meeting. Let me introduce the officers participating with me in this morning's meeting. Octavio Marquez, President and Chief Executive Officer. Lisa Radigan, Executive Vice President, Chief Administrative Officer, and Secretary. Ms. Radigan will serve as secretary of this meeting. Mr. Matt Hodges, Managing Director from KPMG, is also present for today's virtual meeting and has been given an opportunity to make a statement at this meeting if he wishes to do so. Mr. Hodges has advised us that he does not wish to make a statement.

I will now turn to Ms. Radigan for a presentation of proofs of the due calling of this meeting.

Lisa Radigan
EVP, Chief Administrative Officer, and Secretary, Diebold Nixdorf

Thank you, Mr. Byrne. In accordance with the provisions of the Delaware Code, the board of directors appointed Broadridge, represented here today by Jim Rate and Jason Hollander, Senior Vice President, General Counsel, and Assistant Corporate Secretary of Diebold Nixdorf, to serve as inspectors of election. The proxy committee appointed by the board of directors is comprised of Octavio Marquez and myself, Lisa Radigan. The board of directors fixed March 23rd, 2026, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that either a notice regarding the internet availability of the notice of the meeting, the proxy statement, and the 2025 annual report, or the documents themselves were mailed on or about April 2nd, 2026, to all stockholders as of the record date and will be incorporated into the minutes of this meeting.

The stockholder list shows that as of the record date, there were 34,809,149 shares of common stock outstanding and entitled to vote at this meeting. The preliminary report of inspectors indicates that the number of shares necessary for a quorum, in person or by proxy, is 17,404,576. The total proxies received are 33,309,333 shares, which represent approximately 95.7% of all shares outstanding. A quorum of shares is present in person or by proxy for all purposes.

Patrick Byrne
Chairman of the Board of Directors, Diebold Nixdorf

I will now ask the secretary to introduce the proposals.

Lisa Radigan
EVP, Chief Administrative Officer, and Secretary, Diebold Nixdorf

Mr. Byrne, I place the following persons in nomination. Each of the nominees is a current director, and each is in attendance at today's meeting. Arthur Anton, Patrick Byrne, Matthew Espe, Mark Gross, Maura A. Markus, Octavio Marquez, David Naemura, and Colin J. Parris. The audit committee has appointed KPMG LLP as independent registered public accounting firm for the year 2026. We are seeking ratification of this appointment by our stockholders. We are providing our stockholders an opportunity to approve, on an advisory basis, the compensation paid to our named executive officers. Although this vote is non-binding on the company, our compensation committee will review the results of the vote when making future decisions regarding executive compensation.

Patrick Byrne
Chairman of the Board of Directors, Diebold Nixdorf

Thank you, Lisa. At this time, I would like to turn to Octavio Marquez, President and Chief Executive Officer, for some remarks.

Octavio Marquez
President and CEO, Diebold Nixdorf

Thank you, Pat, and thanks to all of you for joining us. In 2025, we delivered on our commitment and demonstrated that Diebold Nixdorf is operating as a sustainable free cash flow generator with a more durable and predictable financial profile. We grew revenue, expanded adjusted EBITDA, and more than doubled free cash flow. This performance reflects disciplined execution, the strength of our lean operating model, and a portfolio increasingly aligned to long-term automation trends in banking and retail. That momentum carried into the first quarter of 2026. We grew revenue 6% year-over-year and increased adjusted EBITDA by 14%. Backlogs grew sequentially to approximately $790 million, reinforcing the underlying demand we're seeing across our key industries. We also more than tripled our free cash flow versus the prior year and marked our sixth consecutive quarter of positive free cash flow.

Strategically, our core businesses remain strong, and our growth initiatives are generating traction. In banking, we're expanding our role beyond the ATM to help orchestrate the broader branch and transaction ecosystems through expanded services, software-enabled automation, cash management solutions, and innovative hardware. Helping financial institutions reduce costs and operate more efficiently while improving the consumer experience. In retail, momentum is building with a growing pipeline in North America, new logo wins, and significant traction in our AI-driven solutions that help customers reduce shrink, increase throughput at checkout, and operate more intelligently. What matters most is that we are delivering what we said we would do quarter after quarter. Importantly, our fortress balance sheet is supporting a disciplined capital allocation framework that prioritizes returning capital to shareholders.

From the start of 2025 through the end of the first quarter of 2026, we returned $183 million in the form of share repurchases while continuing to invest in service performance and innovation. In summary, I want to thank our valued customers for their unwavering support. As we look ahead, Diebold Nixdorf is committed to leading the way with exceptional solutions and forging a resilient company that benefits every stakeholder. I am deeply inspired by our global team's dedication and passion. Together, I believe we can achieve remarkable success and continue shaping a bright future. With that, I'll turn the meeting back to Pat.

Patrick Byrne
Chairman of the Board of Directors, Diebold Nixdorf

Thank you, Octavio. Now continuing with the business portion of our meeting, I now declare the polls of the 2026 annual stockholder meeting closed. May I please have the report of the inspectors?

Jason Hollander
SVP, General Counsel, and Assistant Corporate Secretary, Diebold Nixdorf

Mr. Byrne, preliminary voting indicates that each of the company's eight director nominees received a majority of votes in favor of their election, and the other proposals put before the shareholders have been approved with the necessary votes.

Patrick Byrne
Chairman of the Board of Directors, Diebold Nixdorf

The final results, including the exact number of votes cast for each proposal, will be reflected in the Inspector of Election certificate, which will be filed with the records of this meeting and will be published in a Form 8-K with the SEC within four business days of this meeting. There being no further business to come before the meeting, the 2026 annual meeting of stockholders of Diebold Nixdorf, Incorporated is now adjourned. Each year, we provide our stockholders with the opportunity to submit questions in advance of our meeting. Not having received any questions from our stockholders, we will now conclude this year's annual stockholders meeting. Thank you for joining us.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.

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