NYSE: VYX NCR Voyix Corp 8-K

NCR Voyix stockholders approve 2026 equity plan, elect eight directors at annual meeting

Filed June 8, 2026 · Period ending June 3, 2026 · ~1 min read

Key Changes

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Stockholders approved new 2026 Stock Incentive Plan with 96% support, replacing the 2017 plan for all future equity grants to employees and directors starting June 3, 2026.

Item 5.07 verify on EDGAR →
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All eight director nominees elected to one-year terms through 2027 annual meeting, providing board continuity.

Item 5.07 verify on EDGAR →
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Executive compensation approved on advisory basis with 99% support among votes cast, indicating shareholder satisfaction with pay practices.

Item 5.07 verify on EDGAR →
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PricewaterhouseCoopers ratified as independent auditor for 2026 with 99% approval, maintaining audit relationship.

Item 5.07 verify on EDGAR →

Summary

NCR Voyix held its 2026 annual stockholder meeting on June 3, where shareholders voted on standard corporate governance matters. The most notable outcome was approval of a new equity compensation plan that will govern how the company grants stock-based awards going forward.

With 96% support, the 2026 Stock Incentive Plan replaces the prior 2017 plan and provides the framework for compensating and retaining employees, executives, and directors through equity grants. For retail investors, this filing represents routine corporate housekeeping with no immediate financial impact.

The strong approval rates across all proposals—including 99% support for executive pay and the auditor—suggest shareholders are generally satisfied with management and board oversight. The new equity plan does mean potential dilution from future stock grants, though the specific share reserve and terms would have been detailed in the proxy statement filed earlier. Watch for the company's next quarterly earnings report to assess business performance and any commentary on how the new equity plan will be used to attract or retain key talent in a competitive labor market.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

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Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

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Added 2026 Stock Incentive Plan approval low

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The NCR Voyix Corporation 2026 Stock Incentive Plan (the "Plan") was approved by the stockholders of NCR Voyix Corporation ("NCR Voyix" or the "Company") at the Company's Annual Meeting of Stockholders on June 3, 2026 (the "2026 Annual Meeting") and became effective that same day.

Stockholders approved a new equity compensation plan at the annual meeting on June 3, 2026. The plan had been previously approved by the Board on April 17, 2026, subject to stockholder approval. This is a routine corporate governance matter for refreshing the company's equity incentive program.

Added Termination of 2017 plan low

Added in current filing · verify on EDGAR →

In accordance with the Plan, no additional awards will be granted under the NCR Corporation 2017 Stock Incentive Plan on or after June 3, 2026.

The company will no longer grant new equity awards under the prior 2017 Stock Incentive Plan as of June 3, 2026. All future equity grants will come from the newly approved 2026 plan. This is standard practice when a new incentive plan is adopted.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

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NCR Voyix held its 2026 Annual Meeting on June 3, 2026, where stockholders elected eight directors, approved executive compensation, ratified the auditor, and approved a new stock incentive plan.

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Added 2026 Stock Incentive Plan approval medium

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Approval of the NCR Voyix Corporation 2026 Stock Incentive Plan. The Plan was approved by the votes set forth in the table below: Votes ForVotes AgainstVotes AbstainedBroker Non-Votes 122,928,5574,818,684132,71013,011,915

Stockholders approved the NCR Voyix Corporation 2026 Stock Incentive Plan with approximately 122.9 million votes for and 4.8 million votes against, representing approximately 96.2% approval among votes cast. This new equity compensation plan will allow the company to grant stock-based awards to employees, directors, and consultants.

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Added Director elections low

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Eight directors were elected to serve on the Board by the votes set forth in the table below for a term expiring at the Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualify

All eight director nominees were elected to one-year terms expiring at the 2027 Annual Meeting. The directors are James Kelly, Janet Haugen, Irv Henderson, Kirk Larsen, Laura Miller, Kevin Reddy, Laura Sen, and Jeffrey Sloan. All nominees received majority support, with Laura Sen receiving the lowest vote count at approximately 123 million votes for.

Added Say on Pay vote low

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The compensation of the Company's named executive officers, as disclosed in the Company's 2026 Proxy Statement, was approved, on a non-binding and advisory basis, by the votes set forth in the table below: Votes ForVotes AgainstVotes AbstainedBroker Non-Votes 126,141,2641,601,778136,90913,011,915

Stockholders approved executive compensation on an advisory basis with approximately 126.1 million votes for and 1.6 million votes against, representing approximately 98.7% approval among votes cast. This non-binding vote indicates shareholder support for the company's executive pay practices.

Added Auditor ratification low

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The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified by the votes set forth in the table below: Votes ForVotes AgainstVotes AbstainedBroker Non-Votes 139,467,6221,357,39966,845—

Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026 with approximately 139.5 million votes for and 1.4 million votes against, representing approximately 99% approval. This is a routine matter confirming continuity in the company's audit relationship.