350 Orchard Avenue NE

P.O. Box 3077 • North Canton, Ohio 44720

March 12, 2024

Dear Stockholder:

The 2024 Annual Meeting of Stockholders of Diebold Nixdorf, Incorporated will be held on Thursday, April 25, 2024 at 8:00 a.m. EDT. We are pleased to utilize a virtual format for the 2024 Annual Meeting of Stockholders to provide a consistent experience to all stockholders regardless of location. You will be able to attend and vote at the 2024 Annual Meeting of Stockholders via live webcast by registering in advance at www.proxydocs.com/DBD.

As described in the accompanying Notice and Proxy Statement, at the 2024 Annual Meeting of Stockholders you will be asked to (1) elect eight directors, (2) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2024, and (3) approve, on an advisory basis, named executive officer compensation.

We are pleased to continue to take advantage of Securities and Exchange Commission rules allowing us to furnish proxy materials to stockholders on the Internet. We believe that these rules provide you with proxy materials more quickly and reduce the environmental impact of the 2024 Annual Meeting of Stockholders. Accordingly, we are mailing to stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review our 2024 Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2023, and to vote online or by telephone. If you would like to receive a paper copy of our proxy materials, please follow the instructions for requesting these materials on the Notice of Internet Availability of Proxy Materials.

All holders of record of Diebold Nixdorf, Incorporated shares of common stock at the close of business on February 27, 2024 are entitled to vote at the 2024 Annual Meeting of Stockholders. You may vote online prior to the meeting at www.proxydocs.com/DBD. If you received a paper copy of the proxy card by mail, you may also vote by signing, dating and mailing the proxy card promptly in the return envelope or by calling a toll-free number indicated on the proxy card.

Details regarding how to attend the virtual meeting online are more fully described in the Proxy Statement. If you are unable to attend the meeting, you may listen to a replay that will be available on our investor relations website at investors.dieboldnixdorf.com. The replay may be accessed on our website soon after the meeting and shall remain available for up to three months.

We look forward to you joining us at the 2024 Annual Meeting of Stockholders.

Sincerely,

350 Orchard Avenue NE

P.O. Box 3077 • North Canton, Ohio 44720

NOTICE OF 2024 ANNUAL MEETING OF

STOCKHOLDERS

Your attention is directed to the attached Proxy Statement, which fully describes these items.

Any action on the items of business described above may be considered at the 2024 Annual Meeting of Stockholders at the time and on the date specified above or at any time and date to which the 2024 Annual Meeting of Stockholders may be properly adjourned or postponed.

Holders of record of Diebold Nixdorf, Incorporated shares of common stock at the close of business on February 27, 2024 will be entitled to vote at the 2024 Annual Meeting of Stockholders.

The enclosed proxy card is solicited, and the persons named therein have been designated, by Diebold Nixdorf’s Board of Directors.

		By Order of the Board of Directors,
		ELIZABETH RADIGAN Executive Vice President, Chief Legal Officer and Corporate Secretary

March 12, 2024

(approximate mailing date)

DIEBOLD NIXDORF, INCORPORATED

350 Orchard Avenue NE

P.O. Box 3077 • North Canton, Ohio 44720

PROXY STATEMENT

2024 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

		2024 PROXY STATEMENT |		i

PROXY SUMMARY

This Proxy Statement is furnished to stockholders of Diebold Nixdorf, Incorporated (“Diebold Nixdorf,” the “Company,” “we,” “our,” and “us”) in connection with the solicitation by the Board of Directors of proxies to be used at our 2024 Annual Meeting of Stockholders, and any postponements or adjournments of the meeting.

These proxy materials are being sent to our stockholders on or about March 12, 2024.

This proxy summary is intended to provide an overview of the information you can find elsewhere in this Proxy Statement. As this is only a summary, we encourage you to read the Proxy Statement in its entirety for more information about these topics before voting.

2023 RESTRUCTURING AND EMERGENCE

2023 marked a significant turning point for the Company, as it undertook major actions to restructure its debt and emerge as a financially stronger company, well-positioned to drive solid performance with an optimized balance sheet, more liquidity, and less debt, while creating a foundation for the Company’s long-term success.

On June 1, 2023, the Company and certain of its subsidiaries filed voluntary petitions in the U.S. Bankruptcy Court for the Southern District of Texas seeking relief under chapter 11 of title 11 of the U.S. Code, and Diebold Nixdorf Dutch Holding B.V. (“Diebold Dutch”) filed a scheme of arrangement relating to certain of the Company’s other subsidiaries and commenced voluntary proceedings under the Dutch Act on Confirmation of Extrajudicial Plans in the District Court of Amsterdam (the filings and plans under the U.S. Code and the Dutch Act on Confirmation of Extrajudicial Plans, the “Restructuring”). On July 13, 2023, the U.S. Bankruptcy Court entered an order confirming the Company’s and its subsidiaries’ prepackaged plan of reorganization, and on August 2, 2023, the Dutch court entered an order confirming the plan of Diebold Dutch and its related entities, which order was recognized by the U.S. Bankruptcy Court on August 7, 2023. On August 11, 2023, the Company successfully emerged as a restructured Company (“Emergence”).

In connection with Emergence, all of the Company’s then-outstanding common shares and equity awards based on the Company’s common shares were cancelled, the Company reorganized as a Delaware corporation, and the newly reorganized Delaware corporation’s shares of common stock were registered with the Securities and Exchange Commission and listed for trading on the New York Stock Exchange under the ticker symbol “DBD” at the opening of trading on August 14, 2023.

The Restructuring and Emergence were significant and extraordinary actions that required significant and extraordinary efforts from our board, management, and employees, and impacted all areas of the Company’s governance and compensation. We encourage you to keep the Restructuring and Emergence in mind as you are evaluating the decisions that were made during 2023 and the information presented in this proxy statement.

MEETING INFORMATION

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PROPOSALS FOR YOUR VOTE AND BOARD RECOMMENDATIONS

Information on voting mechanics, approval requirements and related matters can be found in the “Voting Information” and “Other Matters” sections starting on pages 5 and 70, respectively.

OVERVIEW OF OUR BOARD NOMINEES

You are being asked to vote to elect each of the following nominees to our Board of Directors. The tables that follow provide summary information about our nominees. Detailed information about each director nominee’s background, skills and expertise can be found in Proposal 1: Election of Directors on pages 8-14.

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See page 32 for more information on our considerations regarding nominees for director and additional detail regarding the key qualifications and skills of our 2024 nominees. Information about our directors’ compensation and share ownership is provided on pages 28-31.

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PARTICIPATING IN THE 2024 ANNUAL MEETING OF STOCKHOLDERS

The 2024 Annual Meeting of Stockholders will be accessible through the Internet. We have adopted a virtual format to make participation accessible for stockholders from any geographic location with Internet connectivity. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings while further enhancing the online experience available to all stockholders regardless of their location. The accompanying proxy materials include instructions on how to participate in the meeting and how you may vote your shares of common stock.

You are entitled to participate in the 2024 Annual Meeting of Stockholders if you were a stockholder as of the close of business on February 27, 2024, the record date, or hold a valid proxy for the meeting. To attend the 2024 Annual Meeting of Stockholders, you must register at www.proxydocs.com/DBD. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access. As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process. This year’s stockholder question and answer session will include questions submitted in advance of the 2024 Annual Meeting of Stockholders. You may submit a question in advance of the meeting at www.proxydocs.com/DBD after logging in with your control number. We will post questions and answers if applicable to our business on our Investor Relations website after the meeting.

We encourage you to access the 2024 Annual Meeting of Stockholders before it begins. Online check-in will start shortly before the meeting on April 25, 2024. We will have technicians ready to assist you with any technical difficulties you may have when accessing the 2024 Annual Meeting of Stockholders. If you encounter any difficulties accessing the virtual platform, including any difficulties voting, you may call the technical support number that will be included in your instructional email.

We hope you can attend the 2024 Annual Meeting of Stockholders, but if not, your vote and your feedback is still important. In either case, we encourage you to carefully review this proxy statement and provide your vote in advance of the meeting by phone, online at www.proxydocs.com/DBD, or by returning your completed proxy card to us.

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VOTING INFORMATION

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PROPOSAL 1: ELECTION OF DIRECTORS

OVERVIEW

The Board Nomination and Governance Committee evaluates the size of the Board from time to time commensurate with the evolving needs of the Company. Currently, our Board is comprised of eight directors. The Board Nomination and Governance Committee and the Board have determined that eight directors is an appropriate size for our Board at present and will continue to provide us with the right mix of director skills and experiences necessary to support the Company and management during this critical period.

In February 2023, the Board increased its size to fourteen members and appointed Ms. Bowen and Mr. Pearlman to fill the vacancies created by the increase. Effective at the 2023 Annual Meeting of Stockholders, the size of the Board was reduced to seven members, and Messrs. Besanko, Bish, Cox, and Greenfield, Dr. Dibelius and Mses. Costello and States did not stand for re-election. In connection with Emergence, on August 11, 2023, Messrs. Borden, Goldfarb and Stahl resigned as members of the Board. We would like to thank each of our former directors for their years of dedicated counsel and service to the Company.

In September 2023, the Board increased its size to eight directors and appointed Patrick J. Byrne, Matthew J. Espe, Mark Gross and David H. Naemura to fill the resulting vacancies. Mr. Byrne was appointed as the independent Chair of the Board. Each of the new directors of the Board were appointed in connection with the Restructuring Support Agreement, dated as of May 30, 2023 (the “Restructuring Support Agreement”), among the Company, certain of its subsidiaries and the Initial Consenting Creditors (as defined in the Restructuring Support Agreement), which provided that the Board of the reorganized Company would include at least six (6) independent directors selected by the Specified Required Consenting Creditors (as defined in the Restructuring Support Agreement) in good faith consultation with the Company’s Chief Executive Officer.

We are recommending that stockholders elect eight directors to our Board. Each of our nominees for director identified on the following pages is independent as defined by the corporate governance standards of the NYSE and the Company’s Categorical Independence Standards for Directors, except for Mr. Marquez, our President and CEO.

If elected, each nominee will hold office for a term of one year from the date of the 2024 Annual Meeting of Stockholders or until the election and qualification of a successor. In the absence of contrary instruction from a stockholder, the Proxy Committee will vote the proxies for the election of each of the eight nominees.

In the unlikely event that, for any reason, any nominee for director is not available for election when the election occurs, the Proxy Committee, at its option, may vote for substitute nominees recommended by the Board whether or not any other nominations are properly made at the 2024 Annual Meeting of Stockholders. Alternatively, the Board may reduce the number of nominees for director. The Board has no reason to believe that any of our nominees for director will be unable or unwilling to serve when the election occurs. Each of our nominees for election at the 2024 Annual Meeting of Stockholders has agreed to serve as a director, if elected.

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OUR DIRECTOR NOMINEES

		2024 PROXY STATEMENT |		9

VOTE REQUIRED

Since this is an uncontested election (the number of nominees does not exceed the number of Director positions available), each nominee who receives the affirmative “for” vote from a majority of the votes cast by stockholders who are present or represented by proxy at the 2024 Annual Meeting of Stockholders and entitled to vote in the election of directors will be elected to serve as a director until the 2025 Annual Meeting of Stockholders.

BOARD RECOMMENDATION

The Board recommends that stockholders vote FOR each of its eight director nominees.

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PROPOSAL 2: RATIFICATION OF

APPOINTMENT OF OUR INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

OVERVIEW

The Audit Committee has appointed KPMG LLP, our independent registered public accounting firm since 1965, to examine our accounts and other records for the year ending December 31, 2024. This appointment is being presented to you for ratification at the 2024 Annual Meeting of Stockholders. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider KPMG LLP’s selection as the Company’s independent registered public accounting firm. KPMG LLP has no financial interest, direct or indirect, in us or any of our subsidiaries.

A representative of KPMG LLP is expected to be present at the 2024 Annual Meeting of Stockholders to make a statement if he or she desires and to respond to appropriate questions.

AUDIT AND NON-AUDIT FEES

The following table shows the aggregate fees billed to us for the annual audit and the review of the interim financial statements and other services provided by KPMG LLP for fiscal years 2023 and 2022.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and non-audit services provided by the independent registered public accounting firm.

These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee when expedition of

		2024 PROXY STATEMENT |		15

services is necessary, provided that the Chair must report any decisions to pre-approve to the full Audit Committee at its next scheduled meeting. All of the fees included under the categories “Audit-Related Fees,” “Tax Fees” and “All Other Fees” above were pre-approved by the Audit Committee. None of these fees were approved by the Audit Committee after services were rendered pursuant to the de minimis exception established by the SEC.

VOTE REQUIRED

The affirmative “for” vote by a majority of the votes cast by stockholders who are present or represented by proxy at the 2024 Annual Meeting of Stockholders is required to approve this Proposal 2. Brokers are expected to be able to vote on this Proposal 2 without receiving express instruction from a beneficial owner. “Abstain” votes will have no impact on this Proposal 2.

RECOMMENDATION OF THE BOARD

The Board recommends a vote FOR the approval of this Proposal 2.

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PROPOSAL 3: APPROVAL, ON AN ADVISORY

BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION

OVERVIEW

As required by Section 14A of the Exchange Act and pursuant to Rule 14a-21(a) promulgated thereunder, we are providing our stockholders the opportunity to cast an advisory (non-binding) vote on the compensation paid to our named executive officers. While this is an advisory vote, and therefore not binding on us, the Board values the opinions of our stockholders. The People and Compensation Committee reviews the results of voting on this proposal and takes them into consideration when making future decisions regarding named executive officer compensation. Under current Board policy, the advisory vote for approval of named executive officer compensation occurs annually. After the 2024 Annual Meeting of Stockholders, the next such vote will occur at our 2025 Annual Meeting of Stockholders.

The “Compensation Discussion and Analysis” and “Executive Compensation Matters” sections of this Proxy Statement describe our executive compensation program in detail, as well as the decisions and rationale of our People and Compensation Committee in regard to that program. Our executive pay program is designed to enable us to attract, retain and motivate high quality executives who will provide us with dynamic leadership and are instrumental to our success. We emphasize performance-based variable pay by delivering a substantial portion of executive compensation opportunities through annual cash bonuses and long-term incentives and seek to provide total pay that is commensurate with our performance and competitive with our peer group. Accordingly, we are asking our stockholders to vote FOR the following resolution:

“RESOLVED, that the compensation of our named executive officers as disclosed pursuant to the compensation rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement, is hereby APPROVED.”

VOTE REQUIRED

The affirmative “for” vote by a majority of the votes cast by stockholders who are present or represented by proxy at the 2024 Annual Meeting of Stockholders is required to approve this Proposal 3. “Abstain” votes and “broker non-votes” will have no impact on this Proposal 3.

RECOMMENDATION OF THE BOARD

The Board recommends a vote FOR the approval of this Proposal 3.

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CORPORATE GOVERNANCE

Our Board is committed to strong corporate governance principles and practices to ensure that the Board most effectively and efficiently serves in its oversight obligations. This section provides an overview of the current organization of the Board, its committees, responsibilities and other related topics and initiatives.

2023 GOVERNANCE OVERVIEW

During 2023, the Board addressed significant liquidity challenges early in the year, oversaw negotiations with the Company’s creditors, successfully navigated through Restructuring and Emergence resulting in a leaner and more resilient business and capital structure, and refreshed the Board and the Company’s leadership team to best guide the reorganized Company going forward. Notwithstanding the significant effort and attention required to accomplish these strategic outcomes, the Board was diligent in satisfying its governance obligations during 2023 and, during 2024, continues to evaluate and evolve Board and Company governance practices to best support the newly reorganized Board and Company.

BOARD LEADERSHIP STRUCTURE

Mr. Gary Greenfield served as the Board’s non-executive Chair of the Board until February 2023. In February 2023, Octavio Marquez, the Company’s President and Chief Executive Officer, was elected Chair by the Board and Mr. Arthur Anton was selected by the Board’s independent members to serve as Lead Independent Director. From August 2023 through September 2023, Ms. Marjorie L. Bowen served as the Board’s Lead Independent Director. In September 2023, following the Emergence, the Board determined that the roles of Chair and Chief Executive Officer should be separated, and elected Patrick J. Byrne as non-executive Chair of the Board.

The Board does not maintain a policy requiring the Chair to be a non-executive Board member, nor does it require the Chair and Chief Executive Officer roles to be separated. However, when the Chair is also an executive of the Company, the independent members of the Board have historically appointed a Lead Independent Director. The Lead Independent Director is selected among the Board’s independent directors and the role’s duties include, among others, presiding at all meetings of the Board at which the Chair is not present, presiding over executive sessions of the independent directors, and providing direction on agendas, schedules, and materials for Board meetings.

The Board will continue to periodically assess and adjust our leadership structure as needed in consideration of emerging corporate governance standards, market practices and our specific circumstances and needs.

BOARD AND DIRECTOR EVALUATION

In accordance with governance best practices and stock exchange requirements, the Board Nomination and Governance Committee authorizes our Board Chair to conduct an annual evaluation of the overall performance and effectiveness of the Board, and each Board committee annually conducts a live performance evaluation. The nature and format of the Board evaluation process is fluid and is structured in the fashion that is expected to provide the Board with the most useful and actionable information. Given the significant refresh of the Board following Emergence, the Board conducted its evaluation through a live discussion during which the Board discussed its performance since Emergence, as well as its opportunities to further enhance its performance in the coming year.

BOARD MEETINGS AND EXECUTIVE SESSIONS

The Board held 5 regular meetings and 24 special meetings during 2023. The significant number of special meetings during 2023 further emphasizes the efforts of our Board in connection with Restructuring and Emergence.

All of our directors attended 75% or more of the aggregate of all meetings of the Board and the Board committees on which they served in 2023 during the time they served on the Board or such Board committees, except for Messrs. Borden, Cox and Dibelius.

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In accordance with the NYSE’s corporate governance standards, our independent directors regularly meet in executive session without management present, generally following each regularly scheduled Board meeting. In addition, on occasion, our independent directors will meet in executive session prior to the start of or following a Board meeting. Since his appointment to the Board, Mr. Byrne, our non-executive Board Chair, has presided over these meetings in executive session. The executive sessions of each Board committee are overseen by the respective committee chair.

While we do not have a formal policy regarding directors’ attendance at the Annual Meeting of Stockholders, it is expected that all directors attend the Annual Meeting of Stockholders unless there are extenuating circumstances for non-attendance. Messrs. Marquez, Anton and Pearlman and Ms. Bowen, each of whom was a director as of the 2023 Annual Meeting of Stockholders, attended that meeting.

BOARD RISK OVERSIGHT

The Board and its committees collectively play an active role in overseeing management of our risks and in helping establish an appropriate risk tolerance for the Company. The Board oversees our risk strategy and effectiveness; however, management is responsible for identifying risks inherent in our business and implementing and supervising day-to-day risk management and mitigation. In addition to discussion of risk management with the full Board, the Board and the appropriate committees receive regular reports from our senior management on areas of material risk within the committee’s substantive focus, including operational, financial, strategic, compliance, cybersecurity, competitive, reputational, and legal and regulatory risks. The Board also meets with senior management as part of each Board meeting, and more frequently as needed, to discuss strategic planning, including the key risks inherent in our short- and long-term strategies. Senior management then provides the Board with periodic updates throughout the year with respect to these strategic initiatives and the impact and management of these key risks.

We also have robust internal dialogue among our operations, information security, technology, finance, compliance, treasury, tax, legal and internal audit departments, among others, whenever a potential risk arises. These discussions are escalated to our President and Chief Executive Officer, Chief Financial Officer, Corporate Controller, Chief Legal Officer, Chief People Officer, and/or Chief Information Security Officer, Vice President, Internal Audit and other Vice Presidents of our various divisions and regions, as appropriate, with open lines of communication among them, the Board’s committees, and the entire Board.

We believe that the Board’s approach and continued evaluation of its risk oversight enhances its ability to assess the various risks, make informed cost-benefit decisions, and approach emerging risks in a proactive manner for the Company. We also believe that our Board leadership structure complements our risk management structure because it allows our independent directors to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls.

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BOARD COMMITTEES AND COMPOSITION

The Board’s current standing committees are the Audit Committee, Board Nomination and Governance Committee, People and Compensation Committee and Finance Committee. Each committee’s members, its meetings during 2023, and its functions are described below. The Board reviews committee membership, charters and responsibilities every year and will do so again following the 2024 Annual Meeting of Stockholders.

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CORPORATE GOVERNANCE MATERIALS AVAILABLE ON OUR WEBSITE

Copies of the following documents, among others, are available on our investor relations website (investors.dieboldnixdorf.com) in the Governance section under the Policies and Charters tab:

The Company’s website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Proxy Statement.

For a discussion of our Insider Trading Policy, which prohibits hedging or pledging of our shares by our directors, officers and employees, see “Compensation Discussion and Analysis—Insider Trading Policy” below.

DIRECTOR INDEPENDENCE

The Board determined that each of our current directors, Patrick J. Byrne, Arthur F. Anton, Marjorie L. Bowen, Matthew J. Espe, Mark Gross, David H. Naemura and Emanuel R. Pearlman, has no material relationship with the Company and is independent under our director independence standards, the NYSE’s director independence standards, and the SEC’s independence requirements, as applicable and as currently in effect. Octavio Marquez does not satisfy these independence standards because he is employed by us as our President and CEO in addition to his role as director.

The Board previously determined that each of our former directors who formerly served during 2023 (Bruce H. Besanko, Reynolds C. Bish, William A. Borden, Ellen M. Costello, Dr. Alexander Dibelius, Gary G. Greenfield, Matthew Goldfarb, Kent M. Stahl and Lauren C. States) had no material relationship with the Company and was independent under our director independence standards, the NYSE’s director independence standards, and the SEC’s independence requirements, as applicable. In making these determinations, the Board considered the following business, professional or familial relationships of each of Messrs. Greenfield, Bish and Borden, Ms. Costello and Ms. States in 2023. In each instance, the payments, if any, related to each relationship were less than 1% of the counterparty company’s revenues in 2022, and the Board determined that each relationship was not material and did not impair the independence of the respective former director:

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RELATED PERSON TRANSACTION POLICY

Pursuant to our director independence standards, discussed above, and our Corporate Governance Guidelines, we do not engage in transactions with non-employee directors or their affiliates if a transaction would cause an independent director to no longer be deemed independent, would present the appearance of a conflict of interest or is otherwise prohibited by law, rule or regulation. This includes, directly or indirectly, any extension, maintenance or renewal of an extension of credit to any of our directors. This prohibition also includes significant business dealings with directors or their affiliates, charitable contributions that would require disclosure in our proxy statement under the rules of the NYSE, and consulting contracts with, or other indirect forms of compensation to, a director. Any waiver of this policy may be made only by the Board and must be promptly disclosed to our stockholders.

In 2023, we did not engage in any related person transaction(s) requiring disclosure under Item 404 of Regulation S-K.

COMMUNICATIONS WITH DIRECTORS

The Company’s Board of Directors provides a process for stockholders to send communications to the Board. Stockholders and interested parties may communicate with our Audit, Board Nomination and Governance, and People and Compensation Committee Chairs by sending an email to the address provided in the applicable committee description above or with our non-employee directors as a group by sending an email to boardlogistics@dieboldnixdorf.com.

Communications may also be directed in writing to such person or group at Diebold Nixdorf, Incorporated, Attention: Corporate Secretary, 350 Orchard Avenue NE, P.O. Box 3077, North Canton, Ohio 44720. The independent members of the Board have approved a process for handling communications we receive that are addressed to non-employee members of the Board. Under that process, the Corporate Secretary will review all such communications and determine whether communications require immediate attention. The Corporate Secretary will forward communications, or a summary of communications, to the appropriate director or directors.

CODE OF BUSINESS ETHICS

Our directors, executive officers and employees are required to comply with the policies and protocols concerning business ethics and conduct provided in our Code of Business Ethics. The Code of Business Ethics ties our core values to the ethical principles that guide our business decisions. The Code of Business Ethics also provides clear information on the resources available for directors, executive officers and employees to ask questions and report unethical behavior. All directors have received training specific to the Code of Business Ethics.

The Code of Business Ethics applies to us, including all of our domestic and international affiliates and subsidiaries. The Code of Business Ethics describes certain responsibilities that our directors, executive officers and employees have to the Company, to each other and to our global partners and communities. It covers many topics, including compliance with laws, including the Foreign Corrupt Practices Act and relevant global anti-corruption laws, conflicts of interest, protection of intellectual property and competitive and confidential information, as well as maintenance of a respectful and non-retaliatory workplace. The Code of Business Ethics also includes and links to our Conflicts of Interest Policy, which further details the requirements for our directors, officers and employees to avoid conflicts and disclose any potential conflicts, including conflicts that may result from related party transactions. In addition, our employees are required to report any conduct that they believe in good faith to be a violation of the Code of Business Ethics.

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Our Audit Committee has procedures to receive, retain and evaluate complaints regarding accounting, internal financial controls or auditing matters, and to allow for the confidential and anonymous submission of concerns regarding questionable practices or potential violations of our policies, including the Code of Business Ethics.

PEOPLE AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of our People and Compensation Committee during the year ended December 31, 2023 were Matthew J. Espe, Patrick J. Byrne, David H. Naemura and Emanuel R. Pearlman. No member of the People and Compensation Committee is currently, or during the year ended December 31, 2023 was formerly, an officer or employee of the Company or any of its subsidiaries or affiliates. During the year ended December 31, 2023, no member of the People and Compensation Committee had a relationship that is required to be disclosed under Securities and Exchange Commission rules regarding related-party transactions. During the year ended December 31, 2023, none of the Company’s executive officers served on a board of directors or compensation committee (or a committee serving a similar function) of any entity that had one or more of its executive officers serving on the Company’s Board of Directors or the People and Compensation Committee.

DIRECTOR ORIENTATION AND EDUCATION

In 2023, we onboarded six new directors at varying times throughout the year. While a formal Board Orientation was held during the October 2023 Board meeting, the onboarding process for each of our new directors included extensive one-on-one meetings between each new director and our executive leaders, travel to our facilities in Ohio to further engage with management and to visit our operations, and formal and informal Board meetings which, in addition to addressing substantive matters were intended to develop partnership and teamwork among the Board. As part of our onboarding efforts, we seek to educate new directors on the fiduciary and public company obligations of Board members, the history of our Company, our strategic plans, significant financial matters, core values, ethics and compliance programs (including our Code of Business Ethics), corporate governance practices and other key policies and practices.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

As a global company, we are committed to protecting the environment, caring for our people and the communities in which we live and work, and continually enhancing our governance to ensure best practices in all we do as an organization. We strive to advance solutions and practices that are sustainable, equitable and best in class as a corporate citizen. Our environmental, social and governance (“ESG”) initiatives are among our highest priorities as a company. Our ESG Report is available on our website at https://www.dieboldnixdorf.com/en-us/about-us/esg/. The Company’s website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Proxy Statement.

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BENEFICIAL OWNERSHIP

BENEFICIAL OWNERSHIP OF SHARES

The table below sets forth the beneficial ownership of each person who has publicly reported ownership of more than 5% of the Company’s shares of common stock. To our knowledge, except for the stockholders listed below, no person beneficially owned more than five percent of our outstanding shares of common stock as of February 27, 2024. The information provided below was derived from reports filed with the SEC by the beneficial owners on the dates indicated in the footnotes below.

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SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table shows the beneficial ownership of the Company’s shares of common stock, including those shares that individuals have a right to acquire (for example, through exercise of options) within the meaning of Rule 13d-3(d)(1) under the Exchange Act, by (1) each director and nominee, (2) each of our named executive officers, and (3) all directors and executive officers as a group as of February 27, 2024.

As of February 27, 2024, none of our directors or executive officers held stock options exercisable within 60 days and all executive officers, individually and as a group, own less than 1% of total outstanding shares of common stock. Therefore, each of those columns have been omitted from this table.

26		| 2024 PROXY STATEMENT

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our shares of common stock, to file with the SEC reports of ownership of our securities on Form 3 and changes in reported ownership on Form 4 or Form 5, as applicable. Such directors, executive officers and greater than 10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of the reports furnished to us, or written representations from reporting persons that all other reportable transactions were reported, we believe that during the year ended December 31, 2023, our directors, executive officers and greater than 10% stockholders timely filed all reports they were required to file under Section 16(a), with the exception of four Forms 3 that were unintentionally filed late on behalf of our directors Mr. Pearlman and Ms. Bowen, and officers Mr. Cantadurucu and Ms. Radigan, in February 2023 to report their initial statements of beneficial ownership of shares of common stock, and one Form 4 that was unintentionally filed late on behalf of Mr. Marquez reporting a purchase of shares of common stock.

		2024 PROXY STATEMENT |		27

COMPENSATION OF DIRECTORS

Director compensation is determined by the Board at the recommendation of the Board Nomination and Governance Committee. With respect to the Company’s non-employee directors, it is our goal to provide directors with fair and competitive compensation that also enhances their alignment with the interests of our stockholders. Each non-employee director may receive equity awards under our Diebold Nixdorf, Incorporated 2023 Equity and Incentive Plan (the “2023 Plan”). Historically, we have aimed to provide a balanced mix of cash and equity compensation to our directors that targets the directors’ total pay at the median of a peer group of companies in similar industries and of comparable size and revenue. This peer group is the same group used by our People and Compensation Committee for benchmarking executive compensation, which is discussed in more detail below in “Role of Peer Companies and Competitive Market Data” under “Compensation Discussion and Analysis.” A director may elect to defer receipt of all or a portion of his or her compensation pursuant to the Deferred Compensation Plan No. 2 for Directors, as amended.

EFFECT OF RESTRUCTURING AND EMERGENCE ON 2023 DIRECTOR COMPENSATION

In addition to the impacts of the Restructuring and Emergence on the Company’s stockholders and executives (as described in the Compensation Discussion & Analysis beginning on page 34 of the Proxy Statement), the compensation of our directors evolved during 2023 to reflect our rapidly changing circumstances and compensation and retention objectives. Notably, all Company common shares and all share grants and deferred shares which had been delivered or granted to our directors prior to Emergence, and which remained in the form of or were committed for settlement in the form of common shares at Emergence, were cancelled at Emergence.

2023 DIRECTOR COMPENSATION PROGRAM

Cash retainers for directors are fixed at an annual rate of compensation, but are paid to the directors in equal, quarterly installments. The fees for a director who joins or leaves the Board or assumes additional responsibilities during the year are pro-rated for his or her period of actual service.

Until April 2023, the quarterly cash retainer received by our non-employee directors was paid at the same annual rate ($75,000) as in 2022. Quarterly cash retainers for our non-executive Chairman of the Board (at an annual rate of $100,000) and our lead independent director (at an annual rate of $67,500) were also unchanged until April 2023. No equity grants were made to directors prior to Emergence for 2023.

The Board updated the director compensation program in April 2023 and again following Emergence in October 2023. From April 2023 through September 2023, the Company transitioned to a fully cash-based award system—in lieu of receiving annual equity awards, quarterly cash retainers were increased to annual rate of $225,000. Our lead independent director continued to receive an additional cash retainer at an annual rate of $67,500. Our non-employee directors also received annual committee cash fees for their participation as members or as chairs of one or more Board committees until October 1, 2023, as follows:

Starting October 1, 2023, we further updated our director compensation program to better fit the post-Emergence, reorganized Company. From that date forward, our non-employee directors will receive a cash retainer at an annual rate of $100,000. Our non-executive Chairman of the Board will continue to receive an additional cash retainer at an annual rate of $100,000. In addition, non-employee directors who serve as the chair for a Board committee will receive an additional annual cash retainer at an annual rate of $25,000 for each chair role. Because each committee’s workload and meeting schedule is expected to normalize following Emergence, directors will no longer receive an additional cash retainer for service on a committee (other than as Chair).

28		| 2024 PROXY STATEMENT

Following Emergence, the Company awarded a one-time grant of 40,000 restricted stock units (“RSUs”) to each non-employee director. This grant approximated $1,160,000 in value at the time of grant. Each RSU award provides for dividend equivalent rights, which permits the director to receive, on the RSU settlement date, the aggregate cash value of all dividends that were paid to holders of Company common stock during the vesting period of the RSUs. Additionally, the Company awarded each non-employee director a one-time option grant covering 80,000 shares of common stock at an aggregate grant date fair value of $1,162,400 and awarded the non-executive Chairman of the Board a one-time option grant of 100,000 shares of common stock at an aggregate grant date fair value of $1,453,000. These RSUs and options vest in equal annual installments over a four-year period and are intended to provide the directors with a significant performance incentive and a direct connection to our stockholders by providing the directors with a significant four-year equity stake in the Company at once, rather than by providing annual equity grants over the next four years.

DIRECTOR STOCK OWNERSHIP GUIDELINES

The Board has adopted ownership guidelines to align with the practices of our peer group (discussed further below under “Role of Peer Companies and Competitive Market Data” under “Compensation Discussion and Analysis”). Each non-employee director is expected to own shares of common stock of the Company valued at least five times his or her annual cash retainer, and the directors are not permitted to sell any vested shares prior to meeting this ownership level. We count the deferred shares held by the directors for purposes of these guidelines, which are intended to build share ownership among non-employee directors and ensure that their long-term economic interests are aligned with those of other stockholders.

		2024 PROXY STATEMENT |		29

2023 DIRECTOR COMPENSATION

The following table details the compensation of our non-employee directors for 2023:

30		| 2024 PROXY STATEMENT