NCR Voyix Corporation (VYX) Earnings Call Transcript & Summary

Good day and welcome to the NCR Corporation's Annual Meeting of Stockholders. I would now like to turn the conference over to Frank Martire. Please go ahead.

Good afternoon and thank you for attending NCR's 2020 Annual Meeting of Stockholders. My name is Frank Martire. I'm the Executive Chairman of NCR. On behalf of our Board and management team, I want to welcome you and officially call the meeting to order. We are holding a virtual annual meeting again this year live via webcast. This format has been successful for us. It has helped us to reduce costs, while still allowing stockholders to participate, vote and ask questions. Mike Hayford, President and Chief Executive Officer and Director; and Jim Bedore, Executive Vice President, General Counsel and Secretary, are participating in this meeting. Jim will serve as Secretary of the meeting. Many of our directors have also joined the meeting on a virtual basis as we follow social distancing recommendations in light of the coronavirus global pandemic. We also have representatives of PricewaterhouseCoopers, our independent registered public accounting firm, and representatives of Broadridge Financial Solutions, including Anita Gillespie, who is serving as inspector of elections for the meeting. At this time, I would like to give the floor to Jim Bedore. Jim?

Thank you, Frank. I have prepared a certificate certifying that the notice of annual meeting was duly given, a quorum is present and that all other requirements for holding the meeting have been met. Therefore, this meeting is properly convened and we can proceed with voting. First, a few housekeeping items. We have set aside a time to answer questions after the business portion of this meeting. If you have general questions of interest to all stockholders, you may type them in at any time prior to or during that Q&A session. The polls are now open for voting and will remain open throughout the business portion of the meeting. We will advise you when the polls are about to close, and we encourage you to vote promptly. I'll now turn the floor over to Mike Hayford.

Thank you, Jim. We will now conduct the business portion of the meeting. Moving to the agenda, there are 5 items of business for our meeting. As we move through the meeting, I will explain each of the items of business. If you have any questions related to that item, please type them in the text box in the lower left-hand portion of your screen. We will endeavor to answer any questions related to the items of business that are properly before you for a vote. Questions that are not related to the item of business being discussed, but that are otherwise within the meeting guidelines, can be considered during the general Q&A period following the business portion of this meeting. The submission of questions is subject to the guidelines for the meeting, which are available as an attachment that can be located via the information on the bottom of your screen. As I mentioned, the voting tool is open. Anyone who wishes to vote at this meeting may do so at this time and continue to do so throughout the business portion of the meeting. The first item of business is the election of 10 nominees for director, each to serve for a 1-year term until his or her successor is duly elected and qualified. The current terms of 10 directors to be voted on by the holders of common stock and holders of Security A Convertible Preferred Stock voting together as a single class, with the holders of Series A Convertible Preferred Stock voting on an as converted basis, expire at this meeting and upon the election and qualification of their successors. The Committee on Directors and Governance has recommended to the Board for nomination, and the Board has nominated: Mark W. Begor, Gregory R. Blank, Catherine L. Burke, Chinh E. Chu, Deborah A. Farrington, Michael D. Hayford, Georgette D. Kiser, Kirk T. Larsen, Frank R. Martire and Matthew A. Thompson for election to serve as directors with terms expiring at the 2021 Annual Meeting of Stockholders and when their respective successors are duly elected and qualified. The Board recommends that you vote for each of the nominees for whom you are entitled to vote. Are there any questions regarding this item? Seeing no questions, we will move on. The second item of business is to consider and vote upon the approval on a nonbinding advisory basis a compensation of the named executives as more described -- as more particularly described in the proxy materials. The Dodd-Frank Act allows stockholders to cast an advisory vote to approve the compensation of company's named executive officers. Although the vote is not binding on the company, the Board of Directors and the Compensation and Human Resource Committee of the Board value the opinion of our stockholders, and the committee will consider the outcome of this vote as part of its annual evaluation of our executive compensation program. We note that the holders of Series A Convertible Preferred Stock voting on this item will vote on an as converted basis. The Board recommends you vote for this proposal. Are there any questions regarding this item? Seeing no questions, we'll move to the third item of business, to be considered and vote upon the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. PricewaterhouseCoopers has performed the external audit function for the company since 1993 and has been appointed by the Audit Committee of the Board. PricewaterhouseCoopers has provided the company with highly qualified partners with significant experience in servicing other technology clients. The Board of Directors recommends that you ratify this appointment having received the recommendation of the Audit Committee of the Board. We note that the holders of Series A Convertible Preferred Stock voting on this item will vote on an as converted basis. The Board recommends that you vote for ratification of the appointment of PricewaterhouseCoopers. Are there any questions regarding this item? Seeing no questions, we'll move on to the fourth item of business to be considered and vote upon, the Board proposal to amend the company's 2017 Stock Incentive Plan. We note that the holders of Series A Convertible Preferred Stock voting on this item will vote on an as converted basis. The Board recommends that you vote for this proposal. Are there any questions regarding this item? Seeing no questions, we'll move on to the fifth and final item of business to be considered and voted upon, the Board proposal to amend and restate the charter of the company to eliminate the supermajority provisions. We note that the holders of Series A Convertible Preferred Stock voting on this item will vote on an as converted basis. The Board recommends that you vote for this proposal. Are there any questions regarding this item? Seeing no questions, we will move on. That concludes the presentation of each of the business items. Most of you have already authorized a proxy to vote your shares via regular mail, over the Internet or by telephone. However, you may vote now by pressing the Vote button if you did not submit your proxy card or if you want to change your vote. We will pause for 60 additional seconds to allow stockholders time to vote, commencing now. [Voting]

Thank you. The polls are now closed. Now it is time for the report from the inspector of election on the preliminary voting results. I ask our inspector of election for this meeting to report these results. Ms. Gillespie?

Mr. Hayford, the tabulation has been completed, and the initial results of the vote are as follows: number one, with respect to the election of the nominees for director to be elected by the holders of common stock and Series A Convertible Preferred Stock voting together as a single class with the holders of the shares of Series A Convertible Preferred Stock voting on an as converted basis, each nominee received the following votes: Mark W. Begor, 112,962,095 votes for and 552,159 votes withheld; Gregory R. Blank, 112,672,190 votes for and 842,064 votes withheld; Catherine L. Burke, 112,600,970 votes for and 913,284 votes withheld; Chinh E. Chu, 104,010,198 votes for and 9,504,056 votes withheld; Deborah A. Farrington, 112,803,948 votes for and 710,306 votes withheld; Michael D. Hayford, 112,956,405 votes for and 557,849 votes withheld; Georgette D. Kiser, 112,476,975 votes for and 1,037,279 votes withheld; Kirk T. Larsen, 111,314,682 votes for and [ 2,199,572 ] votes withheld; Frank R. Martire, 110,478,840 votes for and 3,035,414 votes withheld; Matthew A. Thompson -- excuse me, 112,816,650 votes for and 697,600 votes withheld. The proposal on the advisory vote to approve compensation of the named executive officers received 95,914,271 votes for and 17,383,087 votes against, with 216,876 abstentions. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, received 118,633,640 votes for and 7,150,024 votes against, with 140,734 abstentions. The proposal to amend the 2017 Stock Incentive Plan received 74,633,672 votes for and 38,671,109 votes against, with 209,473 abstentions. The directors' proposal to amend and restate the charter of the company to eliminate the supermajority provisions received 111,716,311 votes for and 1,647,268 votes against, with 150,675 abstentions and 12,410,144 broker non-votes.

Thank you. Based on the preliminary results read by the inspector of the election, each nominee has been duly elected as a director of the company. The proposal to approve executive compensation on a nonbinding advisory basis is duly adopted. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, is duly approved. The proposal to amend the company's 2017 Stock Incentive Plan is duly approved. With respect to the Board proposal to amend and restate the company's charter to eliminate the super majority provisions, we are short of the vote required for approval. This proposal has received a substantial favorable vote. However, the amendments contemplated by the Board proposal to amend and restate the company's charter required an affirmative vote of 80% of all votes entitled to be cast, which we have not yet met and achieved. This proposal is not approved.

This concludes the business portion of our 2020 Annual Stockholders Meeting, and the meeting is now adjourned. The final tabulation of votes will appear in a Form 8-K that the company will file with the Securities and Exchange Commission within the next 4 business days. We now have a few minutes for questions.

Just a reminder...

Please see the Annual Meeting guidelines with respect to questions to be entertained, which should pertain to matters of general interest to all stockholders.

We received a few questions from our stockholders during the business portion of the meeting. As we address those questions, if any stockholders wish to ask questions, please enter on your screen now. I think, Jim, we have...

We have one question, yes. When will the Board reconsider awarding a dividend?

Yes. This is Mike. I will say at the time, we look at our capital allocation policy, frequently, we review with our Board at every Board meeting, and we look at our strategy and our plans on an annual basis with contemplation of the entire Board. At this time, I would not see us having a dividend declared.

Okay. I think we only have the 1 active question.

Okay. If there are no further questions, this concludes the 2020 Annual Meeting of Stockholders. Thank you very much for participating, and thank you for continuing support of NCR. We look forward to you joining us again at next year's annual meeting.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.