UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On July 1, 2020, NCR Corporation (the “Company”) issued performance based restricted stock units (PBRSUs) to certain officers of the Company. The PBRSUs were subject to the achievement of stock price appreciation goals over an 18-month performance period, with 50% of the earned shares vesting in 18 months and the remaining 50% of the earned shares vesting in 30 months, generally subject in each case to the grantee’s continued employment through the applicable vesting dates (except as provided in the award agreements upon certain qualifying terminations of employment).
In furtherance of the Company’s pay for performance philosophy, and in order to strengthen the long-term alignment of the Company’s named executive officers with the Company’s stockholders and bolster the retention value of the awards, the Chief Executive Officer, Mike Hayford, and the other named executive officers who participated in the award have agreed to amend their PBRSUs to extend the performance period from 18 months to 30 months and extend the vesting period for the first tranche by approximately 12 months so that all earned shares will vest in a single installment on December 15, 2022 (approximately 30 months from the grant date), generally subject to the named executive officer’s continued employment through the vesting date (except as provided in the amended award agreement upon certain qualifying terminations of employment).
Given the significant progress the management team has made, and continues to make, in the execution of the previously articulated strategy, including the transformational acquisition of Cardtronics plc, the NCR Board of Directors believes the retention of this team to be a strategic imperative, and the extension of the performance period helps achieve this goal.
The foregoing description is qualified in its entirety by reference to the amendment to the PBRSU award agreement, a form of which is filed as Exhibit 10.1 hereto.
| 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 | |
| 10.1 | Amendment to 2020 Senior Executive Team Market Stock Unit Award Agreement under the NCR Corporation 2017 Stock Incentive Plan | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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 CORPORATION | ||||||
| Date: August 13, 2021 | By: | /s/ James M. Bedore | ||||
| James M. Bedore | ||||||
| Executive Vice President, General Counsel & Secretary | ||||||