10/28/2025 | Press release | Distributed by Public on 10/28/2025 14:21
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 28, 2025, the Board of Directors (the "Board") of NCR Atleos Corporation (the "Company") approved and adopted, effective as of such date, amendments to the Company's bylaws, amending and restating them in their entirety (as amended, the "Second Amended and Restated Bylaws").
The Second Amended and Restated Bylaws (i) clarify and enhance procedural and disclosure requirements related to the Company's advance notice procedures for stockholder proposals and director nominations to be brought before an annual meeting of stockholders, including, among other changes, to clarify receipt of notices, remove references to persons "acting in concert" from the definition of stockholder associated persons and references to their affiliates, include a reference to members of groups and clarify the meaning of support in certain instances; (ii) remove specific date references to the 2023 and 2024 annual meeting and proxy statement; (iii) confirm the Board's authority to modify committee membership, dissolve committees, adjust delegations and remove certain Company officers; and (iv) make certain other clarifying and conforming changes, including, among others, changes regarding officer resignations and adding and clarifying certain references to the lead director.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Second Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.