Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2012




(Exact name of registrant as specified in its charter)



Commission File Number 001-00395


Maryland   31-0387920

(State or other jurisdiction of

incorporation or organization)


(I.R.S. Employer

Identification No.)

3097 Satellite Boulevard

Duluth, Georgia 30096

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (937) 445-5000


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(b) On April 25, 2012, the Board of Directors (the “Board”) of NCR Corporation (“NCR”) accepted the resignation of Quincy L. Allen of his positions as a member of the Board and as a member of the Audit Committee of the Board, effectively immediately. In accordance with NCR’s Corporate Governance Guidelines, Mr. Allen had tendered his resignation in connection with a change in his business and professional affiliation and responsibilities.


Item 5.07. Submission of Matters to a Vote of Security Holders.

NCR held its Annual Meeting on April 25, 2012 (the “Annual Meeting”). Holders of an aggregate of 158,328,894 shares of NCR common stock at the close of business on February 14, 2012 were entitled to vote, of which 140,557,110 or 88.77% of the eligible voting shares were represented in person or by proxy. NCR’s stockholders voted on three proposals at the Annual Meeting.

The final results for each of the matters submitted to a vote of NCR’s stockholders at the Annual Meeting are as follows:


     For      Withheld      Broker

Election of Class A Directors:


William R. Nuti

     124,178,046         2,439,339         13,939,725      

Gary J. Daichendt

     115,748,315         10,869,070         13,939,725      

Robert P. DeRodes

     115,726,790         10,890,595         13,939,725      
All three directors were re-elected to serve three-year terms expiring at the NCR 2015 Annual Meeting of Stockholders.   
     For      Against      Abstentions      Broker Non-Votes  
Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2012      139,743,986         684,323         128,801         0   
     For:      Against:      Abstention      Broker Non-Votes  
Approve, on a non-binding advisory basis, executive compensation      100,510,229         25,613,360         493,796         13,939,725   


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

Dated: April 30, 2012


/s/ Jennifer M. Daniels

      Jennifer M. Daniels
      Senior Vice President, General Counsel and Secretary