UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

NCR CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 14, 2018

Dear Fellow NCR Stockholder:

We enter 2018 excited about the year ahead and confident in our strategy.

Last year was transformational for NCR.  While we experienced short-term headwinds in financial services, we fundamentally rebuilt the entire organizational model of the company to better enable us to offer an unmatched solutions portfolio in the three areas that are pivotal to doing business in the digital economy:  omni-channel software, channel transformation, and digital enablement.

The current operating environment plays to our strengths.  We are a global leader in developing and deploying omni-channel solutions that are responsive to the rapid and disruptive changes in consumer behavior.  We are delivering the innovations that our customers need, and we are well positioned to help customers navigate their digital transformations.

While success of the magnitude we aspire to is not going to be linear, we have come a long way already, and we are on the precipice of achieving many important medium-term goals that are laying the foundation for long-term growth.  I am more confident than ever about our vision and our strategy.  Today, NCR is close to a $2 billion software company, with almost $600 million in revenue coming from the cloud.

A few of our highlights from 2017 include:

We also kicked off 2018 by opening a new state-of-the-art Global Headquarters Campus in Atlanta, Georgia, marking the start of an exciting new era in NCR’s history.  The campus is a physical representation of the goal to create one of the most dynamic tech companies in the world – in the Silicon Valley of the East – and a powerful reminder of our role as the omni-channel solutions leader.  Additionally, at the beginning of 2018 NCR was recognized as a Top 100 Global Technology Leader by Thomson Reuters.

In 2018, we will look to accelerate our transformation into a software-led solutions company.  We are working to further expand our leadership position in the omni-channel market, while continuing to focus on disruptive innovation, solution development, and market-leading Services delivery.  As this process moves forward, we expect to see a continued move toward the cloud, as well as the emergence of a portfolio of omni-channel decision support platform-enabled solutions, accessed via Smart Edge devices and supported with automated, predictive managed services.  We also expect to launch a suite of industry solutions, focused in areas such as data analytics/insights and branch, store, and restaurant transformation.

NCR is focused on helping our customers generate the next generation of productivity gains and consumer experience innovation.  Our goal is to enrich the world’s interactions.  We have cutting-edge technology in place, complemented by a determined workforce that’s devoted to serving our customers and continuing to innovate for the future.  We are well positioned to achieve our objectives this year – and for many years to come.

Bill Nuti

Chairman and CEO

NOTICE OF 2018 ANNUAL MEETING

AND PROXY STATEMENT

March 14, 2018

Dear Fellow NCR Stockholder:

I am pleased to invite you to attend the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) for NCR Corporation, a Maryland corporation (“NCR” or the “Company”), that will be held on April 25, 2018, at 9:00 a.m. Eastern Time.  This year’s Annual Meeting will again be a virtual meeting of stockholders.  You will be able to attend the Annual Meeting and vote and submit questions during the Annual Meeting via a live webcast by visiting www.virtualshareholdermeeting.com/NCR2018.  As in the past, prior to the Annual Meeting you will be able to authorize a proxy to vote your shares at www.proxyvote.com on the matters submitted for stockholder approval at the Annual Meeting, and we encourage you to do so.

The accompanying notice of the Annual Meeting and proxy statement tell you more about the agenda and procedures for the Annual Meeting.  They also describe how the Board of Directors of the Company operates and provide information about our director candidates, director and executive officer compensation and certain corporate governance matters.  I look forward to sharing more information with you about NCR at the Annual Meeting.

As in prior years, we are offering our stockholders the option to receive NCR’s proxy materials via the Internet.  We believe this option allows us to provide our stockholders with the information they need in an environmentally conscious form and at a reduced cost.

Your vote is important.  Whether or not you plan to virtually attend the Annual Meeting, I urge you to authorize a proxy to vote your shares as soon as possible.  You may authorize a proxy to vote your shares on the Internet or by telephone, or, if you received the proxy materials by mail, you may also authorize a proxy to vote your shares by mail.  Your vote will ensure your representation at the Annual Meeting regardless of whether you attend via webcast on April 25, 2018.

Sincerely,

William R. Nuti

Chairman of the Board and

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF NCR CORPORATION

Time:

Date:

Place:

Purpose:

The holders of the Series A Convertible Preferred Stock will, voting as a separate class, be asked to:

Other Important Information:

By order of the Board of Directors,

Edward Gallagher

Senior Vice President, General Counsel and Secretary

March 14, 2018

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on April 25, 2018

This proxy statement and NCR’s 2017 Annual Report on Form 10-K are available at www.proxyvote.com.

NCR Corporation

864 Spring Street NW

Atlanta, Georgia 30308-1007

2018 ANNUAL MEETING PROXY STATEMENT

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The following table reflects the NCR common stock beneficially owned, as determined under applicable SEC rules, as of the close of business on February 15, 2018 (the “Table Date”) by:  (i) each executive officer named in the Summary Compensation Table on page 69 (the “named executives”) and one former officer noted below, (ii) each non-employee director and nominee, and (iii) all current directors and executive officers as a group.  Except to the extent indicated in the footnotes below, to NCR’s knowledge each person named in the table below has sole voting and investment power over the shares reported.  As of the Table Date 118,381,731 shares of the Company’s common stock were issued and outstanding, and none of the persons named in the table below owned, beneficially or of record, any shares of NCR’s Series A Convertible Preferred Stock.

* Less than 1%.

(1) Includes shares that each person had the right to acquire on or within 60 days after the Table Date, including, but not limited to, upon the exercise of options and vesting and payment of restricted stock units.  Excludes restricted stock units granted as of the Table Date that vest more than 60 days after the Table Date as follows:  Mr. Nuti 1,264,315;  Mr. Bayer 79,699;  Mr. Benjamin 248,427;  Mr. Ciminera 174,697;  Mr. Fishman 313,978;  and Mr. Langenbahn 234,906.

(2) All fractional shares have been rounded to the nearest whole number.  The total includes the following shares deferred under our Director Compensation Program:  93,962 shares granted to Mr. Clemmer;  39,857 shares granted to Mr. DeRodes;  34,584 shares granted to Mr. Kuehn; and  8,077 shares granted to Ms. Levinson.

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(3) Reflects shares that the officers and directors have the right to acquire through vesting of restricted stock units within 60 days after the Table Date (without taking into account share withholding to cover taxes).  These shares are also included in the Total Shares Beneficially Owned column.  

(4) Mr. Blank disclaimed all interest in NCR director compensation payable in 2016 and future years.  Accordingly, he received no restricted stock units or shares in 2017, and will not receive any units or shares in 2018, under the NCR Director Compensation Program.  While Mr. Blank is an officer of an affiliate of Blackstone, he disclaims beneficial ownership of, and the shares reported in the Table exclude, NCR securities beneficially owned by Blackstone.

(5) Mr. Bayer, formerly NCR’s Executive Vice President, Global Sales, separated from service with NCR effective September 29, 2017.

To the Company’s knowledge, and as reported as of the close of business on February 15, 2018 (except as otherwise specified), the following stockholders beneficially own more than 5% of the Company’s outstanding stock.

(1) Information is based in part on a Schedule 13D/A filed with the SEC on March 17, 2017 by The Blackstone Group L.P. (the “Blackstone Group”) and certain parties affiliated with the Blackstone Group, and on information provided by the Company’s transfer agent, Equiniti Trust Company.  Based on this information, as of February 15, 2018, partnerships affiliated with the Blackstone Group beneficially owned 471,936 shares of Series A Convertible Preferred Stock as follows:  697 shares directly held by Blackstone BCP VI SBS ESC Holdco L.P. (“BCP VI”), 351,577 shares directly held by Blackstone NCR Holdco L.P. (“NCR Holdco”), 415 shares directly held by BTO NCR Holdings – ESC L.P. (“BTO ESC”), and 119,247 shares directly held by BTO NCR Holdings L.P. (“BTO NCR” and, together with BCP VI, NCR Holdco and BTO ESC, the “Partnerships”), which includes dividends-in-kind payable within 60 days after February 15, 2018.

The general partner of NCR Holdco is Blackstone NCR Holdco GP L.L.C.  The managing member of Blackstone NCR Holdco GP L.L.C. is Blackstone Management Associates VI L.L.C.  The sole member of Blackstone Management Associates VI L.L.C. is BMA VI L.L.C.  The general partner of BCP VI is BCP VI Side-by-Side GP L.L.C.  The general partner of each of BTO NCR and BTO ESC is BTO Holdings Manager L.L.C.  The managing member of BTO Holdings Manager L.L.C. is Blackstone Tactical Opportunities Associates L.L.C.  The sole member of Blackstone Tactical Opportunities Associates L.L.C. is BTOA L.L.C.  The sole member of BCP VI Side-by-Side GP L.L.C., and the managing member of BTOA L.L.C. and BMA VI L.L.C., is Blackstone Holdings III L.P.  The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P.  The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C.  The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P.  The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C.  Blackstone Group Management L.L.C. is wholly owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.  Each of such Blackstone entities (other than each of the Partnerships to the extent of their direct holdings) and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Partnerships directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such shares.

As of the Record Date, the Partnerships held of record 465,537 shares of Series A Convertible Preferred Stock, which were convertible into 15,517,744 shares of common stock.

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(2) Information, including ownership percentage, is based on a Schedule 13G/A filed with the SEC on February 9, 2018 by The Vanguard Group (“Vanguard”), reporting beneficial ownership of 10,606,872 shares of the Company’s stock as of December 31, 2017.  In this filing, Vanguard reported sole dispositive power with respect to 10,530,853 of such shares, sole voting power with respect to 67,719 of such shares, shared dispositive power with respect to 76,019 of such shares and shared voting power with respect to 17,508 of such shares.  Vanguard also reported that Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 57,818 of such shares as investment manager of certain collective trust accounts, and that Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 27,409 of such shares as a result of serving as investment manager of certain Australian investment offerings.

(3) Information, including ownership percentage, is based on a Schedule 13G/A filed with the SEC on January 25, 2018 by BlackRock, Inc. (“BlackRock”), reporting beneficial ownership of 10,336,260 shares of the Company’s stock as of December 31, 2017, as a parent holding company or control person for its subsidiaries, BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, FutureAdvisor, Inc., BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, and BlackRock Fund Managers Ltd.  In this filing, BlackRock reported sole voting power with respect to 9,798,513 of such shares, and sole dispositive power with respect to all 10,336,260 of such shares.

(4) Information, including ownership percentage, is based on a Schedule 13G filed with the SEC on January 30, 2018 by Wells Fargo & Company (“Wells Fargo”), reporting beneficial ownership of 9,212,866 shares of the Company’s stock as of December 31, 2017, on behalf of itself and its subsidiaries, Wells Fargo Clearing Services, LLC, Wells Capital Management Incorporated, Wells Fargo Funds Management, LLC, Wells Fargo Advisors Financial Network, LLC, Wells Fargo Bank, National Association, Analytic Investors, LLC, and Wells Fargo Delaware Trust Company, National Association.  In this filing, Wells Fargo reported sole dispositive power with respect to 33,674 of such shares, sole voting power with respect to 33,674 of such shares, shared dispositive power with respect to 9,179,192 of such shares and shared voting power with respect to 2,070,142 of such shares;  Wells Capital Management Incorporated reported shared dispositive power with respect to 8,594,910 of such shares, and shared voting power with respect to 8,298,417 of such shares;  and Wells Fargo Funds Management, LLC reported shared dispositive power with respect to 6,808,590 of such shares, and shared voting power with respect to 6,801,917 of such shares.

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At our 2016 Annual Meeting, our stockholders approved a proposal to amend and restate NCR’s charter to eliminate the classification of our Board and instead provide for the annual election of directors.   In May 2016, we filed Articles of Amendment and Restatement with the State Department of Assessments and Taxation of Maryland to implement the proposal.   Our Revised Charter provides for phasing out the classification of the Board over a three-year period, beginning with the 2017 Annual Meeting, by specifying that the successors to each of our Class A, B and C directors, once duly elected and qualified, would serve for terms ending at the next annual meeting of stockholders following their election and when their successors are duly elected and qualify.

The terms of the three directors formerly in Class C of the Board expired at the 2017 Annual Meeting, and the directors elected to replace them were elected to serve for terms ending at the Annual Meeting.   The nominees to replace them will, in turn, be elected at the Annual Meeting to hold office for a term ending at the 2019 annual meeting of stockholders and until their successors are duly elected and qualify.

The terms for the three directors in Class A of the Board expire at the Annual Meeting.   One of the three directors has given notice that he will not stand for re-election to the Board at the Annual Meeting.   The nominees to replace the remaining two Class A directors will be elected to hold office for a term ending at the 2019 annual meeting of stockholders (the “2019 Annual Meeting”) and until their successors are duly elected and qualify.

In addition, the Board elected two new directors in October and November of 2017, respectively, and their terms expire at the Annual Meeting.   The nominees to replace them will be elected to hold office for a term ending at the 2019 Annual Meeting and until their successors are duly elected and qualify.

Our two remaining Class B directors will continue to serve the balance of their existing terms, which expire at the 2019 Annual Meeting, and upon expiration of their terms, such directors as may be elected to replace them shall serve until the next annual meeting of stockholders following their election and until their successors are duly elected and qualify.

The holders of shares of common stock and Series A Convertible Preferred Stock, voting together as a single class, are being asked to vote on six of the seven director nominees up for election, to each hold office until the 2019 Annual Meeting and until their successors are duly elected and qualify.   Proxies solicited by the Board will be exercised for the election of each of the six nominees:   Richard L. Clemmer, Robert P. DeRodes, Deborah A. Farrington, Kurt P. Kuehn, William R. Nuti and Matthew A. Thompson, unless you elect to withhold your vote on your proxy.   The Board has no reason to believe that any of these nominees will be unable to serve.   However, if one of them should become unavailable prior to the Annual Meeting, the Board may reduce the size of the Board or designate a substitute nominee.   If the Board designates a substitute nominee, shares represented by proxies will be voted FOR the substitute nominee.

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The holders of Series A Convertible Preferred Stock will vote on one additional director nominee to succeed the seventh director nominee up for election, to hold office until the 2019 Annual Meeting and until his successor is duly elected and qualifies.  The nominee, Gregory R. Blank, is a current director who was designated by Blackstone under the terms of the Investment Agreement.  The holders of Series A Convertible Preferred Stock will vote separately, as a class, on the election of Mr. Blank.  Only the holders of Series A Convertible Preferred Stock have the right to vote on the election of Mr. Blank.

The name, age, principal occupation, other business affiliations and certain other information regarding each nominee for election as a director, and each director whose term of office continues, are set forth below, along with a description of the qualifications that led the Committee on Directors and Governance to conclude that he or she meets the needs of the Board and supports the advancement of the Company’s long-term strategy.   The age reported for each director is as of the filing date of this proxy statement.

Directors to Be Elected by Holders of Common Stock and Series A Convertible Preferred Stock, Voting Together as a Single Class

Current Term Expiring at Annual Meeting (former Class C directors)

Richard L. Clemmer, 66, is President and Chief Executive Officer of NXP Semiconductors N.V., a semiconductor company, a position he has held since January 1, 2009.  Prior to that, he was a senior advisor to Kohlberg Kravis Roberts & Co., a private equity firm, a position he held from May 2007 to December 2008.  He previously served as President and Chief Executive Officer of Agere Systems Inc., an integrated circuits components company that was acquired in 2007 by LSI Logic Corporation, from October 2005 to April 2007.  Mr. Clemmer became a director of NCR on April 23, 2008.

Qualifications.  Mr. Clemmer’s qualifications include, among other things, his significant leadership and management experience in his position at NXP and his former positions with Kohlberg Kravis Roberts & Co. and Agere Systems Inc.;  his technology industry experience with NXP and Agere;  his knowledge of international operations;  his financial literacy and expertise;  his mergers and acquisitions experience with NXP and Agere;  and his independence.

Kurt P. Kuehn, 63, is a member of the Board of Directors of Henry Schein, Inc., and was Chief Financial Officer at United Parcel Service, Inc. (UPS), a global leader in logistics, from 2008 until July 2015.  Prior to his appointment as CFO at UPS, Mr. Kuehn was Senior Vice President, Worldwide Sales and Marketing, leading the transformation of the sales organization to improve the global customer experience.  Mr. Kuehn was UPS’s first Vice President of Investor Relations, taking the company public in 1999 in one of the largest IPOs in U.S. history.  Since he joined UPS as a driver in 1977, Mr. Kuehn’s UPS career has included leadership roles in sales and marketing, engineering, operations and strategic cost planning.  Mr. Kuehn became a director of NCR on May 23, 2012.

Qualifications.  Mr. Kuehn’s qualifications include, among other things, his tenure as CFO at UPS, his previous experience at UPS as Senior Vice President, Worldwide Sales and Marketing, and Vice President of Investor Relations, and the management and leadership responsibilities associated with these positions;  his international operating experience with UPS;  his significant financial literacy, knowledge and expertise;  his current public company board experience;  and his independence.

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Current Term Expiring at Annual Meeting (current Class A directors)

William R. Nuti, 54, is NCR’s Chairman of the Board and Chief Executive Officer, and prior to October 2016, Mr. Nuti also served as NCR’s President.   Mr. Nuti became Chairman of the Board on October 1, 2007.  Before joining NCR in August 2005 Mr. Nuti served as President and Chief Executive Officer of Symbol Technologies, Inc., an information technology company.   Prior to that, he was Chief Operating Officer of Symbol Technologies.   Mr. Nuti joined Symbol Technologies in 2002 following a 10 plus year career at Cisco Systems, Inc., where he advanced to the dual role of Senior Vice President of the company’s Worldwide Service Provider Operations and U.S. Theater Operations.   Prior to his Cisco experience, Mr. Nuti held sales and management positions at International Business Machines Corporation, Netrix Corporation and Network Equipment Technologies.   Mr. Nuti is also a director of Tapestry, Inc., where he is a member of its Human Resources Committee, and of United Continental Holdings, Inc., where he is a member of its Finance, Compensation, and Public Responsibility committees.   Mr. Nuti previously served as a director of Sprint Nextel Corporation.   Mr. Nuti is also a member of the Georgia Institute of Technology advisory board and a trustee of Long Island University.  Mr. Nuti became a director of NCR on August 7, 2005.

Qualifications.  Mr. Nuti’s qualifications include, among other things, his current role as Chief Executive Officer of the Company, where he has overseen NCR’s reinvention and driven NCR’s omni-channel strategy;  his management and leadership experience at NCR and in his previous roles with Symbol Technologies and Cisco Systems;  his deep industry expertise;  his current and prior experience as a director and committee member of other public companies;  and his experience in global sales and operations.

Robert P. DeRodes, 67, leads DeRodes Enterprises, LLC, an information technology, business operations and management advisory firm.   Most recently, Mr. DeRodes served from April 2014 to April 2015 as the Executive Vice President and Chief Information Officer for Target, Inc., a general merchandising retailer, leading its post-breach information security efforts and developing a long-term technology transformation roadmap.  Previously, Mr. DeRodes served as Executive Vice President, Global Operations & Technology, of First Data Corporation, an electronic commerce and payments company, from October 2008 to July 2010.   Prior to First Data Corporation, Mr. DeRodes served as Executive Vice President and Chief Information Officer of The Home Depot, Inc., a home improvement retailer, from February 2002 to October 2008 and as President and Chief Executive Officer of Delta Technology, Inc. and Chief Information Officer of Delta Air Lines, Inc., from September 1999 until February 2002.  Prior to working at Delta Mr. DeRodes held various executive positions in the financial services industry with Citibank (1995-99) and with USAA (1983-93).   During the 10 years prior to 1983, Mr. DeRodes held technology positions working for regional Midwestern banks.  Mr. DeRodes became a director of NCR on April 23, 2008.

Qualifications.  Mr. DeRodes’s qualifications include, among other things, his extensive career and experience in the information technology industry, including with Target, First Data and The Home Depot;  his expertise on cybersecurity and information security matters;  his experience in and understanding of the financial services, retail and transportation industries;  his management and leadership experience, particularly in the information technology field;  and his independence and financial literacy.

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Current Term Expiring at Annual Meeting (recently elected directors)

Deborah A. Farrington, 67, is a founder and President of StarVest Management, Inc. and is, and since 1999 has been, a general partner of StarVest Partners, L.P., a venture capital fund that invests primarily in emerging software and business services companies.  From 1993 to 1997, Ms. Farrington was President and Chief Executive Officer of Victory Ventures, LLC, a New York-based private equity investment firm.   Also during that period, she was a founding investor and Chairman of the Board of Staffing Resources, Inc., a diversified staffing company.  Prior to 1993, Ms. Farrington held management positions with Asian Oceanic Group in Hong Kong and New York, Merrill Lynch & Co. Inc. and the Chase Manhattan Bank.  Ms. Farrington was Lead Director and Chairman of the Compensation Committee of NetSuite, Inc., a New York Stock Exchange-listed company, until its sale to Oracle Corporation in November 2016 for $9.4 billion.  Ms. Farrington is a member of the board of directors of Collectors Universe, Inc., where she is Chairperson of the Compensation Committee and a member of the Audit Committee.  Ms. Farrington is also a member of the boards of directors of ConveyIQ, Crowd Twist, Inc., Host Analytics, Inc., Snagajob, Inc., and Xignite, Inc., all of which are private companies.  Ms. Farrington holds an Executive Masters Professional Director Certification from the American College of Corporate Directors, a director education and credentialing organization.  She is a graduate of Smith College and earned an MBA from the Harvard Business School.  Ms. Farrington became a director of NCR on November 27, 2017.

Qualifications.  Ms. Farrington’s qualifications include, among other things, her significant software industry and entrepreneurial experience as a long-time investor in emerging software and business services companies as a founder and general partner of StarVest Partners;  her management experience as President of StarVest Management, as President and Chief Executive Officer of Victory Ventures, and her prior management roles;  her leadership experience, including as Lead Director of NetSuite;  her current and prior public company board and board committee experience;  her financial literacy and expertise;  and her independence.

Matthew A. Thompson, 59, currently serves as Executive Vice President, Worldwide Field Operations, for Adobe Systems Incorporated.  Mr. Thompson joined Adobe in January 2007 as Senior Vice President, Worldwide Field Operations.  In January 2013, he was promoted to Executive Vice President, Worldwide Field Operations.  Prior to joining Adobe, Mr. Thompson served as Senior Vice President of Worldwide Sales at Borland Software Corporation, a software delivery optimization solutions provider, from October 2003 to December 2006.  Prior to joining Borland, Mr. Thompson was Vice President of Worldwide Sales and Field Operations for Marimba, Inc., a provider of products and services for software change and configuration management, from February 2001 to January 2003.  From July 2000 to January 2001, Mr. Thompson was Vice President of Worldwide Sales for Calico Commerce, Inc., a provider of eBusiness applications.  Prior to joining Calico, Mr. Thompson spent six years at Cadence Design Systems, Inc., a provider of electronic design technologies.  While at Cadence, from January 1998 to June 2000, Mr. Thompson served as Senior Vice President, Worldwide Sales and Field Operations and from April 1994 to January 1998 as Vice President, Worldwide Professional Services.  Mr. Thompson became a director of NCR on October 24, 2017.

Qualifications.  Mr. Thompson’s qualifications include, among other things, his experience in and knowledge of the software industry, particularly with respect to SaaS-based software solutions and digital transformation;  his skills and experience in domestic and international software sales and sales strategy, including leading Adobe’s global sales organization;  his experience with software customers and customer-facing roles;  his leadership experience;  and his independence.

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Directors to Be Elected Separately by Holders of Series A Convertible Preferred Stock

Current Term Expiring at Annual Meeting (former Class C)

Gregory R. Blank, 37, is a Senior Managing Director of Blackstone based in New York where he focuses on investments in the technology, media and telecommunications sectors.  Since joining Blackstone in 2009, Mr. Blank has been involved in the execution of many of Blackstone’s investments, including most recently in Kronos, JDA, Paysafe, Ipreo and Optiv.  Prior to joining Blackstone, Mr. Blank was an associate at Texas Pacific Group (TPG) in San Francisco where he was involved in the evaluation and execution of private equity transactions.  Before joining TPG, Mr. Blank worked in investment banking at Goldman, Sachs & Co. focused on technology, media and telecommunications clients.  Mr. Blank graduated with a bachelor’s degree in economics from Harvard College and received an MBA from the Harvard Business School.  He currently serves as a director of Ipreo and of Kronos, and previously served as a director of Travelport Worldwide Limited, Optiv and The Weather Company.  Mr. Blank became a director of NCR on December 4, 2015.

Mr. Blank is one of the Board Members who was designated by Blackstone under the terms of the Investment Agreement.  Only the holders of the Series A Convertible Preferred Stock may vote on the election of Mr. Blank as a director at the Annual Meeting.

Qualifications.  Mr. Blank’s qualifications include, among other things, his significant private equity and mergers and acquisitions experience with Blackstone and Goldman Sachs;  his experience evaluating and managing acquisitions and investments in the technology and telecommunications industries;  his experience as a director of other public and private companies;  his financial expertise and literacy;  his prior service on Travelport’s Audit Committee;  and his independence.

Directors Whose Terms of Office Continue

The following directors will hold office as disclosed below.

Class B – Current Term Expiring in 2019

Chinh E. Chu, 51, is a Managing Partner and Founder of CC Capital Management, LLC, an investment firm.  In addition, Mr. Chu is the founder of CF Corp., a special purpose acquisition company that acquired Fidelity Guaranty, a life insurance company where Mr. Chu currently serves as Co-Executive Chairman.  Before forming CC Capital Management, Mr. Chu was a Senior Managing Director of Blackstone in the Corporate Private Equity Group from January 2000 to November 2015.  Before joining Blackstone in 1990, Mr. Chu worked at Salomon Brothers in the Mergers & Acquisitions Department.   Mr. Chu led Blackstone’s investments in AlliedBarton, Celanese, Graham Packaging, Interstate Hotels, Kronos, LIFFE, Nalco, Nycomed, and Stiefel Laboratories.  Mr. Chu graduated with a bachelor’s degree in finance from the University of Buffalo.  He currently serves as a director of Biomet, Inc., Freescale Semiconductor, Inc., HealthMarkets Inc., and Kronos Incorporated.  Mr. Chu became a director of NCR on December 4, 2015 and was appointed independent Lead Director effective February 22, 2016.  Mr. Chu is one of the two Board members who was designated by Blackstone under the terms of the Investment Agreement.

Qualifications.  Mr. Chu’s qualifications include, among other things, his independence;  his experience as a director of other public and private companies;  his private equity experience;  and his extensive experience evaluating and managing acquisitions and investments in multiple industries with Blackstone and Salomon Brothers.

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Linda Fayne Levinson, 76, is a director of Jacobs Engineering Group where she serves as the company’s Independent Lead Director, and was Chair of the Board of Hertz Global Holdings, Inc. until January 2, 2017, when she resigned.  Ms. Levinson was also a director of IngramMicro Inc. until December 2016 when the company was acquired by HNA Group, and a director of The Western Union Company until May 2016 when she retired from that Board.  Ms. Levinson became a director of NCR on January 1, 1997 and was appointed the independent Lead Director of the Board on October 1, 2007 and continued to serve in that role through July 24, 2013.  Ms. Levinson is also on the U.S. advisory board of CVC Capital Partners, and a senior advisor to RRE Ventures, a venture capital firm committed to helping founders build category-defining companies.  Ms. Levinson is also a member of The McKinsey New Ventures Advisory Council.  Ms. Levinson was a Partner at GRP Partners, a private equity investment fund investing in start-up and early-stage retail, technology and e-commerce companies, from 1997 to December 2004. Prior to that, she was a Partner in Wings Partners, a private equity firm, an executive at American Express running its leisure travel and tour business, and a Partner at McKinsey & Company.  Ms. Levinson was a director of DemandTec, Inc. from June 2005 until February 2012 when it was acquired by International Business Machines Corporation.

Qualifications.  Ms. Levinson’s qualifications include, among other things, her long experience as a public company director and a committee chair, starting in 1991, as well as her general management experience at American Express;  her strategic experience at McKinsey & Company and her investment experience at GRP Partners and Wings Partners;  her leadership experience, including as a lead independent director and board chair;  her broad industry knowledge;  her independence;  and her in-depth knowledge of corporate governance issues.

Edward “Pete” Boykin, a Class B director, resigned and retired from his positions as a member of the Board and as a member of the Board’s Compensation and Human Resource Committee and its Committee on Directors and Governance effective January 1, 2018.  Concurrently with Mr. Boykin’s resignation, the Board reduced the number of directors from 11 to 10.  As a result, Mr. Boykin has not been included as a Class B director nominee in these proxy materials.

On March 4, 2018, Gary J. Daichendt, a Class A director, gave notice that he would not stand for re-election to the Board at the Annual Meeting.  Accordingly, Mr. Daichendt has not been included as a director nominee in these proxy materials and his term as a member of the Board, and his membership on the Board’s Compensation and Human Resource Committee and Committee on Directors and Governance will end at the completion of the Annual Meeting.

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The Board of Directors recommends that you vote FOR Richard L. Clemmer, Robert P. DeRodes, Deborah A. Farrington, Kurt P. Kuehn, William R. Nuti, Matthew A. Thompson and, solely with respect to the holders of Series A Convertible Preferred Stock, Gregory R. Blank, as directors to hold office until the next annual meeting of stockholders following their election and until their respective successors are duly elected and qualify.  Proxies received by the Board will be voted FOR all nominees for which the stockholder may vote unless they specify otherwise.

A majority of all the votes cast by holders of our common stock and Series A Convertible Preferred Stock, voting together as a single class (in person via attendance at the virtual Annual Meeting or by proxy), with the holders of Series A Convertible Preferred Stock voting on an as-converted basis, is required to elect Richard L. Clemmer, Robert P. DeRodes, Deborah A. Farrington, Kurt P. Kuehn, William R. Nuti and Matthew A. Thompson (six of the seven director nominees).  Abstentions and broker “non-votes” will not be counted as votes cast and will have no effect on the vote required to elect Messrs. Clemmer, DeRodes, Kuehn, Nuti, Thompson or Ms. Farrington.

The vote of the holders of a majority of the outstanding shares of our Series A Convertible Preferred Stock, voting separately as a class, is required to elect Mr. Gregory R. Blank (the seventh director nominee).  Only the holders of Series A Convertible Preferred Stock have the right to vote on the election of Mr. Blank.  Under Maryland law, abstentions and broker non-votes, if any, by holders of Series A Convertible Preferred Stock will have the effect of votes against Mr. Blank.

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The Board oversees the overall performance of the Company on behalf of the stockholders of the Company.  Members of the Board stay informed of the Company’s business by participating in Board and committee meetings (including regular executive sessions of the Board), by reviewing materials provided to them prior to meetings and otherwise, and through discussions with the Chief Executive Officer and other members of management and staff.

The Board is elected by the stockholders of the Company (with certain members of the Board being elected solely by the holders of the Series A Convertible Preferred Stock) to oversee and direct the management of the Company.  The Board selects the senior management team, which is charged with managing the Company’s business and affairs.  Having selected the senior management team, the Board acts as an advisor to senior management and monitors its performance.  The Board reviews the Company’s strategies, financial objectives and operating plans.  It also plans for management succession of the Chief Executive Officer, as well as other senior management positions, and oversees the Company’s compliance efforts.

To help discharge its responsibilities, the Board has adopted Corporate Governance Guidelines on significant corporate governance issues, including, among other things:  the size and composition of the Board;  director independence;  Board leadership;  roles and responsibilities of the Board;  risk oversight;  director compensation and stock ownership;  committee membership and structure, meetings and executive sessions;  and director selection, training and retirement.  The Corporate Governance Guidelines, as well as the Board’s committee charters, are found under “Corporate Governance” on the “Company” page of NCR’s website at http://www.ncr.com/company/corporate-governance.  You also may obtain a written copy of the Corporate Governance Guidelines, or any of the Board’s committee charters, by writing to NCR’s Corporate Secretary at the address listed on page 6 of this proxy statement.

In keeping with the requirements of our Corporate Governance Guidelines and the NYSE listing standards, a substantial majority of our Board must be independent.  Under the standards of independence set forth in Exhibit B to the Corporate Governance Guidelines, which reflect the independence standards provided in the NYSE listing standards, a Board member may not be independent unless the Board affirmatively determines that the Board member has no material relationship with the Company (whether directly or indirectly), taking into account, in addition to those other factors it may deem relevant, whether the director:

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Consistent with the Corporate Governance Guidelines and the NYSE listing standards, on an annual basis the Board, with input from the Committee on Directors and Governance, determines whether each non-employee Board member is considered independent.  In doing so, the Board takes into account the factors listed above and such other factors as it may deem relevant.

The Board has determined that all of the Company’s non-employee directors and nominees, namely Gregory R. Blank, Chinh E. Chu, Richard L. Clemmer, Gary J. Daichendt, Robert P. DeRodes, Deborah A. Farrington, Kurt P. Kuehn, Linda Fayne Levinson and Matthew A. Thompson, are independent in accordance with the NYSE listing standards and the Company’s Corporate Governance Guidelines.

NCR continues to demonstrate a strong commitment to corporate governance practices and policies that reinforce the Board’s alignment with, and accountability to, our stockholders.  In 2016 we eliminated classification of the Board, twice adjourning our annual meeting of stockholders to solicit votes to obtain the requisite stockholder approval.  Also in 2016, the Board adopted and implemented a comprehensive, robust and fair proxy access bylaw.  We continue to actively engage with our stockholders on a regular basis, our

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stockholders have the ability to directly nominate director candidates, and we have established processes and procedures for stockholders to communicate with the Board, the independent Lead Director, the Chairman of the Board, any other individual director, or NCR’s independent directors as a group.

We have also reduced the ownership threshold necessary for stockholders to directly call a special meeting.  In November 2017, Ms. Myra K. Young, an NCR stockholder, notified the Company of her intention to have her agent, John Chevedden, present a proposal at the Annual Meeting to request the Board to take the steps necessary to amend our bylaws (and each appropriate governing document) to give holders in the aggregate of 25% or lower of our outstanding common stock the power to call a special stockholder meeting.

In response to this proposal, and in furtherance of our continuing commitment to strong corporate governance policies, on February 20, 2018, the Board authorized and approved amendments to the Company’s bylaws to reduce the percent ownership requirement necessary to allow stockholders to call a special meeting of stockholders from a majority of the votes entitled to be cast at the meeting, to 25% of the votes entitled to be cast at the meeting; provided, that unless requested by the stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter that is substantially the same as a matter voted on at any special meeting of stockholders held in the preceding twelve months.  As a result of the amendment to our bylaws, Ms. Young’s proposal was substantially implemented, and therefore we did not include her proposal in this proxy statement.

Since being spun off by AT&T Corp. in 1996, NCR’s stockholders have had the right to call a special meeting.  This stands in contrast to the many public companies that continue to afford their stockholders no such rights.  And reducing the ownership threshold for calling a special meeting from a majority of the votes entitled to be cast at the meeting to 25% puts the terms of this stockholder right well within market practice for those companies that permit stockholders to call a special meeting.  We believe that our revised special meeting right strikes a reasonable and appropriate balance – meaningfully enhancing the right of stockholders to call a special meeting, on the one hand, while, on the other hand, safeguarding against the risk that substantial administrative and financial burdens could be imposed on our company, contrary to the interests of our Board and stockholders, by a special meeting being called that does not have meaningful stockholder interest behind it.

As set out in the Corporate Governance Guidelines, the Board does not have a guideline on whether the role of Chairman should be held by a non-employee director.  Instead, our Board has the flexibility to select a Chairman as it deems best for the Company from time to time.  Under the Corporate Governance Guidelines, if the positions of Chairman and Chief Executive Officer are held by the same person, the independent directors of the Board will select a Lead Director from the independent directors.  Additionally, if the positions of Chairman and Chief Executive Officer are held by the same person, the Board has set out the roles of both Chairman and Chief Executive Officer and the independent Lead Director in Exhibit C to the Corporate Governance Guidelines.

Currently the Board has an integrated leadership structure in which William R. Nuti serves in the combined roles of Chairman and Chief Executive Officer, and Chinh E. Chu serves as the Board’s independent Lead

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Director.  The Board believes that this structure promotes greater efficiency through more direct communication of critical information between the Company and the Board.  In addition, the Chief Executive Officer’s extensive knowledge of the Company uniquely qualifies him, in close consultation with the independent Lead Director, to lead the Board in discussing strategic matters and assessing risks, and focuses the Board on the issues that are most material to the Company.  Combining the roles of Chairman and Chief Executive Officer also has allowed the Company to more effectively develop and communicate a unified vision and strategy to the Company’s stockholders, employees and customers.

Consistent with the Corporate Governance Guidelines, the independent Lead Director has broad authority, as follows.  The independent Lead Director, among other things:  presides at the executive sessions of the non-employee directors and at all Board meetings at which the Chairman is not present;  serves as liaison between the Chairman and the independent directors;  frequently communicates with the Chief Executive Officer;  is authorized to call meetings of the independent directors;  obtains Board member and management input and, with the Chief Executive Officer, sets the agenda for the Board;  approves meeting schedules to assure that there is sufficient time for discussion of all agenda items;  works with the Chief Executive Officer to ensure that Board members receive the right information on a timely basis;  stays current on major risks and focuses the Board members on such risks;  molds a cohesive Board to support the success of the Chief Executive Officer;  works with the Committee on Directors and Governance to evaluate Board and committee performance;  facilitates communications among directors;  assists in the recruiting and retention of new Board members (with the Committee on Directors and Governance and the Chief Executive Officer);  in conjunction with the Chairman and Committee on Directors and Governance, ensures that committee structure and committee assignments are appropriate and effective;  works with the Committee on Directors and Governance to ensure outstanding governance processes;  leads discussions regarding Chief Executive Officer performance, personal development and compensation;  and, if requested by major stockholders of the Company, is available for consultation and direct communication with such stockholders.  Additionally, the leadership and oversight of the Board’s other independent directors continues to be strong, and further structural balance is provided by the Company’s well-established corporate governance policies and practices, including its Corporate Governance Guidelines.  Independent directors currently account for nine out of ten of the Board’s members, and make up all of the members of the Board’s Compensation and Human Resource Committee (the “CHRC”), Audit Committee and Committee on Directors and Governance.  Additionally, among other things, the Board’s non-employee directors meet regularly in executive session with only the non-employee directors present.

The Board has had over ten years of successful experience with this leadership structure – in which the roles of Chairman and Chief Executive Officer are combined and an independent Lead Director is selected – and, taking these factors into account, has determined that this leadership structure is the most appropriate and effective for the Company at this time.

As a part of its oversight responsibilities, the Board regularly monitors management’s processes for identifying and addressing areas of material risk to the Company, including operational, financial, cybersecurity, legal, regulatory, strategic and reputational risks.  In doing so, the Board receives regular assistance and input from its committees, as well as regular reports from members of senior management.  While the Board and its committees provide oversight, management is responsible for implementing risk management programs, supervising day-to-day risk management, and reporting to the Board and its committees on these matters.

The Audit Committee of the Board has been designated with primary responsibility for overseeing the assessment of financial, strategic, cybersecurity and other risk, and the Company’s general risk management

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programs.  In carrying out this responsibility, the Audit Committee regularly evaluates the Company’s risk identification, risk management and risk mitigation strategies and practices.

The Company has established an Enterprise Risk Management team that includes representation from the Company’s various infrastructure functions.  The Audit Committee and the full Board receive and review periodic reports prepared by this team.  In general, the reports identify, analyze, prioritize and provide the status of major risks to the Company.  The Audit Committee also receives periodic updates from members of the Enterprise Risk Management team as warranted.  In addition, the Audit Committee receives quarterly reports, and the full Board receives an annual report, from the Company’s Chief Information Officer and Chief Information Security Officer that include updates on data protection, cybersecurity and related technical developments.

The CHRC regularly considers potential risks related to the Company’s compensation programs, as discussed below, and the Committee on Directors and Governance also considers risks within the context of its responsibilities (as such responsibilities are defined in the committee charter), including legal and regulatory compliance risks.  The Committee on Directors and Governance also receives periodic updates on compliance and regulatory risk items from the Company’s Chief Compliance Officer.

After each committee meeting, the Audit Committee, CHRC and Committee on Directors and Governance each reports at the next meeting of the Board all significant items discussed at each committee meeting, which includes a discussion of items relating to risk oversight.

We believe the leadership structure of the Board also contributes to the effective facilitation of risk oversight as a result of:  (i) the role of the Board committees in risk identification and mitigation, (ii) the direct link between management and the Board achieved by having one leader serve as Chairman and Chief Executive Officer, and (iii) the role of our active independent Lead Director whose duties include ensuring the Board reviews and evaluates major risks to the Company, as well as measures proposed by management to mitigate such risks.

All of these elements work together to ensure an appropriate focus on risk oversight.

The Company takes a prudent and appropriately risk-balanced approach to its incentive compensation programs to ensure that these programs promote the long-term interests of our stockholders and do not contribute to unnecessary risk-taking.  The CHRC regularly evaluates whether the Company’s executive and broad-based compensation programs contribute to unnecessary risk-taking to achieve above-target results, and directly engages its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FWC”), to assist the CHRC in its evaluation.  In accordance with the CHRC’s direction, FWC periodically performs a compensation risk assessment of the Company’s executive and broad-based compensation programs and makes an independent report to the CHRC.  The last risk assessment from FWC was completed in 2011.  At that time, FWC concluded that the Company’s executive and broad-based compensation programs do not present any area of significant risk, noting that the plans are well-aligned with the CHRC’s compensation design principles.  In 2017 and early 2018, the Company conducted its own compensation risk assessment of the incentive compensation programs and concluded that the Company’s executive and broad-based compensation programs do not present any area of significant risk.  The only significant changes to our

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compensation programs since FWC’s 2011 risk assessment were the following, each of which the Company and FWC determined did not present an area of significant risk:  (i) the adoption of the NCR Corporation 2011 Economic Profit Plan (which was amended in 2015 with stockholder approval) and the NCR Executive Severance Plan (including amendments);  (ii) the 2016 modifications to our long-term incentive program;  (iii) the amendment and restatement of the NCR Management Incentive Plan for purposes of Code Section 162(m);  (iv) adoption of the NCR Corporation 2017 Stock Incentive Plan;  (v) establishment of the “Bonus Uplift” feature of the 2017 Annual Incentive Plan and performance-vesting restricted stock units under our 2017 long-term incentive program;  and (vi) the 2018 modifications to our long-term incentive program.

The Board has three standing committees:  the Audit Committee, the Compensation and Human Resource Committee and the Committee on Directors and Governance.  Previously, the Board also had an Executive Committee, which was dissolved in July 2017.

The Board has adopted a written charter for each such committee that sets forth the committee’s mission, composition and responsibilities.  Each charter can be found under “Corporate Governance” on the “Company” page of NCR’s website at http://www.ncr.com/company/corporate-governance.

The Board met seven times in 2017 and each incumbent member of the Board attended 75% or more of the aggregate of:  (i) the total number of meetings of the Board (held during the period for which such person has been a director), and (ii) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served).  The Company has no formal policy regarding director attendance at its annual meeting of stockholders.  Four of the Company’s directors then in office, including Mr. Nuti, were in attendance at the Company’s 2017 Annual Meeting of Stockholders, which was a virtual, and not an in-person, meeting.

The members of each committee as of the end of fiscal 2017 and the number of meetings held in fiscal 2017 are shown below:

(1) Mr. Boykin resigned as a member of the Board and its committees effective January 1, 2018.

(2) On March 4, 2018, Mr. Daichendt gave notice he would not stand for re-election to the Board at the Annual Meeting.  Accordingly, Mr. Daichendt’s membership on the Compensation and Human Resource Committee and Committee on Directors and Governance will end at the completion of the Annual Meeting.

(3) Ms. Farrington was elected to serve on the Audit Committee effective November 27, 2017.

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The Audit Committee is the principal agent of the Board in overseeing:  (i) the quality and integrity of the Company’s financial statements;  (ii) the assessment of financial, strategic, cybersecurity and other risk and risk management programs;  (iii) the independence, qualifications, engagement and performance of the Company’s independent registered public accounting firm;  (iv) the performance of the Company’s internal auditors;  (v) the integrity and adequacy of internal controls;  and (vi) the quality and adequacy of disclosures to stockholders.  Among other things, the Audit Committee also:

Each member of the Audit Committee is independent and financially literate as determined by the Board under applicable SEC rules and NYSE listing standards.  In addition, the Board has determined that Messrs. Blank, Clemmer, and Kuehn, and Ms. Farrington, are each an “audit committee financial expert,” as defined under SEC regulations.  The Board has also determined that each member of the Audit Committee is independent based on independence standards set forth in the Board’s Corporate Governance Guidelines, which reflect the listing standards of the NYSE and the applicable rules of the SEC.  No member of the Audit Committee may receive any compensation, consulting, advisory or other fees from the Company, other than the Board compensation described below under the section Director Compensation, starting on page 28 as determined in accordance

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with applicable SEC rules and NYSE listing standards.  Members serving on the Audit Committee are limited to serving on no more than two other audit committees of public company boards of directors, unless the Board evaluates and determines that these other commitments would not impair the member’s effective service to the Company.

The CHRC provides general oversight of the Company’s management compensation philosophy and practices, benefit programs and strategic workforce initiatives and oversees the Company’s leadership development plans.  In doing so, the CHRC reviews and approves the Company’s total compensation goals, objectives and programs covering executive officers and key management employees as well as the competitiveness of NCR’s total executive officer compensation practices.  Among other things, the CHRC also:

The CHRC may delegate its authority to the Company’s Chief Executive Officer to make equity awards to individuals (other than executive officers) in limited instances.

The CHRC retains and is advised by an independent compensation consultant, Frederic W. Cook & Co., Inc.  The CHRC has directly engaged FWC to review the Company’s long-term incentive program, the Stock Incentive Plan (which we refer to as the Stock Plan), the Annual Incentive Plan (which includes the Management Incentive Plan, the Bonus Uplift feature thereof and the Customer Success Bonus), the Economic Profit Plan and other key programs related to the compensation of executive officers.  As directed by the CHRC, FWC provides a competitive assessment of the Company’s executive compensation programs relative to our compensation philosophy;  reviews our compensation peer group companies;  provides expert advice regarding compensation matters for our executive officers, including the Chief Executive Officer;  provides information about competitive market rates;  assists in the design of the variable incentive plans and the establishment of performance goals;  assists in the design of other compensation programs and perquisites; assists with compliance with applicable tax laws, disclosure matters and other technical matters;  conducts a risk assessment of the Company’s compensation programs;  and is readily available for consultation with the CHRC and its members regarding such matters.  FWC did not perform any additional work for the Company or

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its management in 2017.  In keeping with NYSE listing standards, the CHRC retained FWC after taking into consideration all factors relevant to FWC’s independence from management.  The CHRC has reviewed the independence of FWC in light of SEC rules and NYSE listing standards regarding compensation consultants and has concluded that FWC’s work for the CHRC is independent and does not raise any conflict of interest.

The Board has determined that each member of the CHRC is independent based on independence standards set forth in the Board’s Corporate Governance Guidelines which reflect the listing standards of the NYSE and satisfy the additional provisions specific to compensation committee membership set forth in the listing standards of the NYSE.

The Committee on Directors and Governance (the “CODG”) is responsible for reviewing the Board’s corporate governance practices and procedures, including the review and approval of each related party transaction under the Company’s Related Person Transaction Policy (unless the CODG determines that the approval or ratification of such transaction should be considered by all of the disinterested members of the Board), and the Company’s ethics and compliance program.  Among other things, the CODG also:

The Committee on Directors and Governance is authorized to engage consultants to review the Company’s director compensation program.

The Board has determined that each member of the Committee on Directors and Governance is independent based on independence standards set forth in the Board’s Corporate Governance Guidelines, which reflect the listing standards of the NYSE.

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The CODG and our other directors are responsible for recommending nominees for membership to the Board.  The director selection process is described in detail in the Board’s Corporate Governance Guidelines.  In determining candidates for nomination, the CODG will seek the input of the Chairman of the Board and the Chief Executive Officer, and, in the event the positions of Chairman of the Board and Chief Executive Officer are held by the same person, the independent Lead Director, and will consider individuals recommended for Board membership by the Company’s stockholders in accordance with the Company’s bylaws and applicable law.  With respect to the directors to be elected by the holders of shares of Series A Convertible Preferred Stock, such nominees are required to have been designated by Blackstone pursuant to the Investment Agreement.  

Exhibit A to the Board’s Corporate Governance Guidelines include qualification guidelines for directors standing for re-election and new candidates for membership on the Board.  All candidates are evaluated by the CODG using these qualification guidelines.  In accordance with the guidelines, as part of the selection process, in addition to such other factors as it may deem relevant, the CODG will consider a candidate’s:

The Board and the CODG are committed to finding proven leaders who are qualified to serve as NCR directors and may from time to time engage outside search firms to assist in identifying and contacting qualified candidates.

The directors nominated by the Board for election at the Annual Meeting were recommended by CODG.  All of the candidates for election are currently serving as directors of the Company and, other than William R. Nuti, NCR’s Chairman and Chief Executive Officer, have been determined by the Board to be independent.

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Stockholders wishing to recommend individuals for consideration as directors should contact the CODG by writing to the Company’s Corporate Secretary at NCR Corporation 864 Spring Street NW, Atlanta, Georgia 30308-1007.  Recommendations by stockholders that are made in this manner will be evaluated in the same manner as other candidates.

Stockholders who wish to nominate directors for inclusion in NCR’s proxy statement pursuant to the proxy access provisions in the Company’s bylaws, or to otherwise nominate directors for election at NCR’s next annual meeting of stockholders, must follow the procedures described in the Company’s bylaws, which are available under “Corporate Governance” on the “Company” page of NCR’s website at http://www.ncr.com/company/corporate-governance.  See Procedures for Nominations Using Proxy Access, Procedures for Stockholder Proposals and Nominations for 2019 Annual Meeting Outside of SEC Rule 14a-8 and Procedures for Stockholder Proposals and Nominations for 2019 Annual Meeting Pursuant to SEC Rule 14a-8 beginning on page 96 of this proxy statement for further details regarding how to nominate directors.

Stockholders or interested parties wishing to communicate directly with the Board, the independent Lead Director or any other individual director, the Chairman of the Board, or NCR’s independent directors as a group are welcome to do so by writing to the Company’s Corporate Secretary at NCR Corporation, 864 Spring Street NW, Atlanta, Georgia 30308-1007.  The Corporate Secretary will forward appropriate communications.  Any matters reported by stockholders relating to NCR’s accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee as appropriate.  Anonymous and/or confidential communications with the Board may also be made by writing to this address.  For more information on how to contact the Board, please see the Company’s Corporate Governance website at http://www.ncr.com/company/corporate-governance.

The Company has a Code of Conduct that sets the standard for ethics and compliance for all of its directors and employees.  The Code of Conduct is available on the Company’s Corporate Governance website at http://www.ncr.com/company/corporate-governance/code-of-conduct.  To receive a copy of the Code of Conduct, please send a written request to the Corporate Secretary at the address provided above.

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the Company is required to report in this proxy statement any failure to file or late filing occurring during the fiscal year ended December 31, 2017.  Based solely on a review of filings furnished to the Company from reporting persons, the Company believes that all of these filing requirements were satisfied by its directors, officers and 10% beneficial owners except for one late filing reporting one transaction on Form 4 for Mr. Chu during the fiscal year ended December 31, 2017.

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Pursuant to authority granted by our Board, the Committee on Directors and Governance adopted the NCR Director Compensation Program (the “Program”), effective as of April 23, 2013.  The Program provides for the payment of annual retainers and annual equity grants to non-employee members of the Board.  Our Stock Plan, which NCR stockholders approved in 2017, generally caps non-employee director pay at $1 million per calendar year (including cash and equity).

Mr. Nuti does not receive remuneration for his service as Chairman of the Board.  Because he has disclaimed all interest in NCR director compensation payable under the Program or otherwise, Mr. Blank received no NCR director compensation in 2017.

On January 1, 2018 Edward “Pete” Boykin retired from Board service.  Upon his retirement the unvested portion of Mr. Boykin’s 2017 annual equity grant was forfeited, and he received no further compensation under the Program.

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(1) Annual retainers earned in cash in 2017.

(2) Aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718, of annual equity grants (including deferred grants), and annual cash retainers received in the form of current shares or deferred shares (also referred to as “phantom stock units”).  See Note 7 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for an explanation of the assumptions we make in the valuation of our equity awards.

(1) Grant date fair value, as determined in accordance with FASB ASC Topic 718, of annual equity grants (including deferred grants), and annual cash retainers received in the form of current shares or deferred shares (also referred to as “phantom stock units”).  See Note 7 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for an explanation of the assumptions we make in the valuation of our equity awards.

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We currently conduct a Say On Pay vote every year at our annual meeting of stockholders, as required by Section 14A of the Securities Exchange Act of 1934, as amended.  While this vote is non-binding, the Board and the Compensation and Human Resource Committee (the “Committee” as referenced throughout the various sections of this Proposal 2, including the Executive Compensation – Compensation Discussion & Analysis section) value the opinions of our stockholders.  The Committee will consider the outcome of the Say On Pay vote as part of its annual evaluation of our executive compensation program.

Please read the following Executive Compensation – Compensation Discussion & Analysis section and our Executive Compensation Tables for information necessary to inform your vote on this proposal.

The Board of Directors recommends that you vote to approve, on a non-binding and advisory basis, executive compensation as disclosed in these proxy materials.  Proxies received by the Board will be voted FOR this proposal unless they specify otherwise.

A majority of all the votes cast by holders of our common stock and Series A Convertible Preferred Stock voting together as a single class (via attendance at the virtual meeting or by proxy) is required to approve the non-binding advisory vote on executive compensation.  Under Maryland law, abstentions and broker “non-votes” will not be counted as votes cast and will have no effect on the votes for this proposal.

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* See “Supplementary Non-GAAP Information” for a description of non-GAAP measures and reconciliations of those non-GAAP measures to their most directly comparable GAAP measures.

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These charts compare our performance results* for 2017 vs. 2016:

* See “Supplementary Non-GAAP Information” for a description of non-GAAP measures and reconciliations of those non-GAAP measures to their most directly comparable GAAP measures.

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The Company’s 2017 compensation program was consistent with its philosophy and objectives of paying for performance, aligning the interests of executives with the interests of stockholders, attracting and retaining executive talent, and adopting competitive, best-practice compensation programs that are appropriate for our Company.  Specific examples of actions taken by the Company in 2017 and early 2018 to carry out this philosophy include:

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⁽¹⁾ Mr. Ciminera became Executive Vice President, Global Customer Services, on January 8, 2018.  Before that, he served as Executive Vice President, Hardware Product Operations.

⁽²⁾ Mr. Bayer separated from service with the Company effective September 29, 2017.

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When designing our executive compensation program, the Committee considers actions that:

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Reward achieving multi-year vision 2020 strategy Attract, retain, develop & motivate top talent Provide competitive “at-risk” pay & target incentives Guiding compensation design principles Reward solution innovation & customer experience Reward value creation & stockholder interest alignment Reward achieving software/cloud growth & margin goals

Consistent with our strong commitment to engagement, communication and transparency, we proactively solicit our stockholders’ views on our executive compensation program, corporate governance, and other strategic issues.  During 2017 and early 2018, we reached out to investors holding a majority of our shares to discuss their thoughts and receive feedback on our compensation philosophy and programs, including eight of our ten largest investors whom we had identified as voting against our Say-on-Pay proposal at the 2017 Annual Meeting.  Members of our management team, along with independent directors serving on the Committee, including the Committee Chair, conducted these meetings with investors that responded to our outreach efforts.

During these conversations, we reviewed our corporate vision, our overall business strategy, our strategic offerings, and our forward-looking business transformation into a software and solutions focused company.  We reviewed how we use the compensation program to further our strategy and regularly review our compensation practices to ensure that they continue to do so.  Additionally, we reached out to representatives of proxy advisory groups to receive their feedback as well.

We engaged in a robust investor outreach effort due in part to the results of our Say on Pay vote at our 2017 Annual Meeting, at which 61.5% of votes were cast “for” our executive compensation program.  Although these results do reflect support of our compensation philosophy and our pay practices, these results represent a decline from our 2016 vote of 80.1% support, and our 2015 vote of 87.6% support.  Our Board and management determined that the Company should conduct enhanced outreach efforts, particularly with those stockholders who voted against our Say on Pay proposal at our 2017 Annual Meeting.

The Committee views stockholder engagement and the feedback received as essential to developing and improving our executive compensation program as well as getting general feedback on governance and other matters.  We plan to continue our stockholder outreach annually so we can continue to gain valuable feedback obtained during these discussions.

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Based in part on feedback from our stockholders, our compensation programs have evolved and significant changes were made during 2017.  The following table summarizes those changes:

The Committee retains and is advised by Frederic W. Cook & Co., Inc. (FWC), a national executive compensation consulting firm, to assist in review and oversight of our executive compensation programs.  The Committee considers FWC’s advice and recommendations when making executive compensation decisions.  FWC is independent of the Company’s management, and reports directly to the Committee.  FWC representatives attended substantially all meetings of the Committee in 2017.  Our CEO is not present during

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Committee and FWC discussions about CEO compensation.  Also, FWC reports on CEO compensation are not shared with our CEO.  For more about FWC’s role as advisor to the Committee, see the Compensation and Human Resource Committee section starting on page 24.

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Our executive compensation program features many best practices:

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The key elements of our 2017 executive compensation program are shown in the chart below.  Each element of the program has a specific purpose in furthering our compensation objectives.

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For our CEO and our other named executives, the 2017 ratio between performance-based pay (including performance-based equity and annual cash incentives) and fixed pay (base salary) is significantly more “at risk” than the pay mix of other CEOs and named executive officers in our peer group.

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Because such a significant portion of the compensation of our named executives is performance-based and therefore “at risk,” we review the “target” compensation awarded compared to the “realizable” compensation of our CEO to track the alignment and effectiveness of the pay-for-performance strategy across our executive compensation program.  To complete this analysis, we compare the value of the “target” compensation awarded at the time of grant to the value of realizable compensation (or pay earned) each calendar year to reflect (a) the Company’s performance in achieving its short-term and long-term goals reflected in our performance-based payouts, and (b) the value of our LTI awards upon vesting, or if earned but unvested, the value at our Company’s stock price at year-end.  This Table shows the CEO’s “target” versus “realizable” compensation for the previous three fiscal years: