Current Report · Items 5.07, 7.01, 9.01 · 8-K
BRINKS CO
Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure
Item 5.07 Submission of Matters to a Vote of Security Holders. On June 30, 2026, The Brink’s Company, a Virginia corporation (“Brink’s”), held a special meeting of shareholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of February 26, 2026 (as amended from time to time, the “Merger Agreement”), by and among Brink’s, NCR Atleos Corpo…
Filed Jun 30, 2026Accepted Jun 30, 2026, 4:15 PM EDTCIK 78890Accession 0001140361-26-026938
Company context
The Brink’s Company (NYSE: BCO) is a leading global provider of cash and valuables management, digital retail solutions, and ATM managed services. Our customers include financial institutions, retailers, government agencies, mints, jewelers and other commercial operations. Our network of operations in 51 countries serves customers in more than 100 countries. For more information, please visit our website at www.brinks.com.
Current securities
Disclosure sections
Items 5.07, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 30, 2026, The Brink’s Company, a Virginia corporation (“Brink’s”), held a special meeting of
shareholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of February 26, 2026 (as amended from time to time, the “Merger Agreement”), by and among Brink’s, NCR Atleos Corporation, a Maryland corporation (“NCR Atleos”), Novus Merger Sub, Inc., a
Maryland corporation and wholly owned subsidiary of Brink’s (“Merger Sub I”), and Novus Merger Sub II, LLC, a Maryland limited liability company and wholly owned subsidiary of Brink’s (“Merger Sub II”), pursuant to which (i) Merger Sub I will merge with and into NCR Atleos (the “First Merger”), with NCR Atleos
surviving the First Merger as a direct wholly owned subsidiary of Brink’s, and (ii) immediately following the First Merger, NCR Atleos will merge with and into Merger Sub II (the “Second Merger”
and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Brink’s.
As of the close of business on May 11, 2026, the record date for the Special Meeting (the “Record Date”),
there were 41,181,028 shares of the common stock, par value $1.00 per share, of Brink’s (“Brink’s Common Stock”) outstanding, each of which was entitled to one vote for each proposal at
the Special Meeting. At the Special Meeting, the holders of 91.63% of the votes entitled to be cast by the outstanding shares of Brink’s Common Stock as of the Record Date were represented in person (virtually) or by proxy, constituting a quorum to
conduct business.
At the Special Meeting, the following proposals were considered:
Brink’s Share Issuance Proposal. Proposal to approve the
issuance of Brink’s Common Stock to holders of the common stock, par value $0.01 per share, of NCR Atleos (“NCR Atleos Common Stock”) pursuant to the Merger Agreement (including
for purposes of complying with NYSE Listing Rule 312.03, which requires approval of the issuance of shares of Brink’s Common Stock in an amount that exceeds 20% of the currently outstanding shares of Brink’s Common Stock) (the “Brink’s Share Issuance Proposal”).
Brink’s Adjournment Proposal. Proposal to adjourn the
Special Meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there is not a quorum or there are not sufficient votes to approve the Brink’s Share Issuance Proposal or to ensure
that any supplement or amendment to the proxy statement/prospectus (as defined below) is timely provided to holders of Brink’s Common Stock (the “Brink’s Adjournment Proposal”).
The final voting results for the Brink’s Share Issuance Proposal are described below. The Brink’s Adjournment Proposal was not submitted to Brink’s shareholders for
approval at the Special Meeting because there was a quorum present at the Special Meeting and there were sufficient votes to approve the Brink’s Share Issuance Proposal. For more information on each of these proposals, see the definitive proxy
statement/prospectus filed by Brink’s with the U.S. Securities and Exchange Commission (the “SEC”) on May 27, 2026 (such filing, the “proxy
statement/prospectus”).
Brink’s Share Issuance Proposal:
Votes For Votes Against Votes Abstaining Broker Non-Votes
─────────────────────────────────────────────────────────────────────────────
37,690,024 18,697 26,874 N/A
37,690,024 18,697
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On June 30, 2026, Brink’s and NCR Atleos issued a joint press release announcing Brink’s shareholders’ approval of the Brink’s Share Issuance
Proposal and NCR Atleos’ stockholders’ approval of the NCR Atleos Merger Proposal (as defined in the proxy statement/prospectus). A copy of the joint press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.
The information provided under Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, is being furnished and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of Brink’s under the
Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.
Filed exhibits (1)
EX-99.1 (by filename) ef20077039_ex99-1.htmEX-99.1
2
ef20077039_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
SHAREHOLDERS OVERWHELMINGLY VOTE TO APPROVE BRINK’S ACQUISITION OF NCR ATLEOS
Richmond, Va. and Atlanta, Ga., June 30, 2026 - The Brink’s Company (NYSE: BCO)
and NCR Atleos Corporation (NYSE: NATL) announced today that Brink’s shareholders and NCR Atleos’ stockholders overwhelmingly voted to approve Brink’s previously announced acquisition of NCR Atleos at special meetings held earlier today. These approvals represent a significant milestone toward the completion of the transaction, whereby Brink’s
will acquire NCR Atleos and bring together the two companies’ complementary products, services and software to provide an even broader set of solutions for financial institutions and retail customers.
“Today’s votes mark a significant step forward in bringing together our two great companies and reflect strong shareholder support for the future of the combined business
and the value it can create,” said Mark Eubanks, President and Chief Executive Officer of The Brink’s Company. “This combination will expand our presence in ATM managed services and digital retail solutions, enabling us to deliver a broader and more
innovativ…
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