Zulassungsfolgepflichten: Diebold Nixdorf, Incorporated: Release according to Article 30e of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 14, 2017

Diebold Nixdorf, Incorporated

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (330) 490-4000

Not Applicable

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:

 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.

Mr. Heidloff

On February 16, 2017, Diebold Nixdorf, Incorporated (the 'Company') announced that in connection with the registration and effectiveness of the domination and profit and loss transfer agreement between Diebold Holding Germany Inc. & Co. KGaA, a German partnership limited by shares and a wholly owned subsidiary of the Company, and Diebold Nixdorf AG (f/k/a Wincor Nixdorf AG), an indirect subsidiary of the Company, Mr. Eckard Heidloff resigned from his position as President of the Company, effective March 31, 2017.

On February 16, 2017, Mr. Heidloff and Diebold Nixdorf AG agreed that Mr. Heidloff be entitled to receive the severance benefits under a separation agreement, dated February 16, 2017 (the 'Separation Agreement'). Under the Separation Agreement, Mr. Heidloff will receive a severance payment in the amount of EUR4,310,810, payable on March 31, 2017. He will also receive severance payments of EUR350,000 and EUR350,000, respectively, in each case payable on March 31, 2017, based on his pro rata short-term and pro rata long-term variable remuneration for Diebold Nixdorf AG's fiscal year 2016/2017. Mr. Heidloff will continue to be entitled to exercise the stock options allocated to him as long-term variable remuneration in accordance with his employment agreement for the years 2013, 2014, 2015 and 2016 pursuant to the terms of the Wincor Nixdorf Stock Option Plan. He will also continue to receive his monthly fixed remuneration and monthly fringe benefits until March 31, 2017. The severance benefits were approved by the Compensation Committee of the Company.

Dr. Wunram

On and effective as of February 16, 2017, the Board of Directors of Diebold Nixdorf, Incorporated (the 'Board') elected Dr. Jürgen Wunram to the Board. Dr. Wunram fills the position created by the increase of the size of the Board from twelve to thirteen directors, which is disclosed in Item 5.03 of this Current Report on Form 8-K. Dr. Wunram will serve as director until his successor has been chosen and elected or until his earlier resignation or removal. The Board will recommend to the Company's shareholders the election of Dr. Wunram as director at the 2017 Annual Meeting of Shareholders and will include him in the slate of directors presented in the Company's next definitive proxy statement. No committee assignments have been made regarding Dr. Wunram.

Additionally, on and effective as of February 16, 2017, the Chief Executive Officer of the Company, pursuant to his authority under the Company's Amended and Restated Code of Regulations, appointed Dr. Wunram as Chief Operating Officer of the Company with responsibility for integration, the Company's EMEA and retail businesses, the Company's subsidiary, AEVI International GmbH, as well as IT, security, quality and indirect procurement. Dr. Wunram previously served as Chief Integration Officer of the Company, a position he held since August 2016.

Dr. Wunram, age 58, also currently serves as Chief Financial Officer, Chief Operating Officer and Deputy Chief Executive Officer and President of Diebold Nixdorf AG and has been appointed Chief Executive Officer of Diebold Nixdorf AG, effective April 1, 2017. He has served as the Chief Financial Officer, Chief Operating Officer, and as a member of the management board of Diebold Nixdorf AG since 2007. In 2013, he was also appointed Deputy Chief Executive Officer of Diebold Nixdorf AG. Dr. Wunram began working with Diebold Nixdorf AG in 1993 as a consultant with McKinsey & Company, a leading management consulting firm. Prior to that, he led McKinsey's Hamburg office and was a member of the leadership team for the European High-Tech Sector and Operations Practice. Dr. Wunram holds a doctorate in mathematics from the University of Hamburg, Germany.

Pursuant to the terms of an offer letter issued by the Company, effective February 16, 2017 (the 'Offer Letter'), Dr. Wunram will be entitled to an annual base salary of EUR535,000, in addition to continued participation in the Company's performance-based annual cash bonus plan with a target equal to 100% of base salary and equity incentive plan with an annual target of 200% of annual base salary. In connection with Dr. Wunram's election to the Board, Dr. Wunram agreed to dispose of his Diebold Nixdorf AG shares.

Dr. Wunram's existing employment contract with Diebold Nixdorf AG, which expires on February 28, 2019 in accordance with its terms, will continue in effect, as amended and subject to the terms of the Offer Letter. Pursuant to his existing employment contract, for Diebold Nixdorf AG's fiscal year ended September 30, 2016, Dr. Wunram received base compensation of EUR500,000, non-performance-based fringe benefits of EUR25,618.51, performance-based short-term variable compensation of EUR1,000,000, performance-based long-term variable compensation in the form of his participation in Diebold Nixdorf AG's share option program 2012 of EUR1,079,808.36, and pension accruals of EUR100,000. Dr. Wunram is also entitled to certain pension commitments, the total amount of which was EUR1,196,200 at September 30, 2016. Pursuant to the Offer Letter,

Dr. Wunram shall be entitled to severance benefits as and to the extent provided in the Company's Senior Leader Severance Plan.

On February 16, 2017, the Company issued a press release concerning certain events relating to this Item 5.02. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 14, 2017, the Board adopted amendments to the Company's Amended and Restated Code of Regulations (the 'Regulations') to implement proxy access and make certain other conforming and related changes. Article III Section 5 of the Regulations has been added to permit a shareholder, or a group of up to 20 shareholders in aggregate, owning 3% or more of the Company's outstanding shares of common stock continuously for at least three years, to nominate and include in the Company's annual meeting proxy materials director nominees constituting up to 20% of the number of directors in office or two nominees, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the Regulations. The Regulations include changes to Article III Section 4 to further implement proxy access and amend the advance notice requirements. These Regulations are effective as of February 14, 2017.

Additionally, on February 16, 2017, the Board resolved to amend Section 1 of Article III of the Regulations, by increasing the size of the Board from twelve (12) directors to a total of thirteen (13) directors effective as of February 16, 2017. Specifically, the entire first paragraph of Section 1 of Article III of the Regulations is stricken in its entirety and replaced as follows:

'Section 1 - Number, Election and Term of Office

Except as otherwise expressly provided in the Articles of Incorporation, the Board of Directors shall be composed of not more than thirteen (13) persons nor less than five (5) persons unless this number is changed by: (1) the shareholders in accordance with the law of Ohio, or (2) the vote of the majority of the Directors in office. The Directors may increase the number to not more than thirteen (13) and may decrease the number to not less than five (5) persons. Any Director's office created by the Directors by reason of an increase in their number may be filled by action of a majority of the Directors in office.'

Except as stated above, the Regulations are unchanged.

The foregoing is a summary of the changes introduced by the amendments described above. A copy of the Regulations, as amended, is included as Exhibit 3.1(i) of this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Regulations, marked to show the changes described in this Item 5.03, is included as Exhibit 3.1(ii) of this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events

On February 14, 2017, the Company announced that the domination and profit and loss transfer agreement between Diebold Holding Germany Inc. & Co. KGaA ('Diebold KGaA') and Diebold Nixdorf AG (the 'Domination and Profit and Loss Transfer Agreement'), dated September 26, 2016, became effective on February 14, 2017, as a result of its registration with the commercial register ( Handelsregister ) of the local court ( Amtsgericht ) of Paderborn.

Under the Domination and Profit and Loss Transfer Agreement, subject to certain limitations pursuant to applicable law, (i) Diebold KGaA is entitled to issue binding instructions to the management board of Diebold Nixdorf AG, (ii) Diebold Nixdorf AG will transfer all of its annual profits to Diebold KGaA, subject to, among other things, the creation (or dissolution) of certain reserves, and (iii) Diebold KGaA will generally absorb all annual losses incurred by Diebold Nixdorf AG. In addition, subject to certain limitations pursuant to applicable law, the Domination and Profit and Loss Transfer Agreement provides that Diebold Nixdorf AG shareholders be offered, at their election, (i) to put their Diebold Nixdorf AG shares to Diebold KGaA in exchange for a compensation in cash of EUR55.02 per share, and (ii) to remain Diebold Nixdorf AG shareholders and receive a recurring compensation in cash of EUR3.13 (EUR2.82 net under the current taxation regime) for each full fiscal year of Diebold Nixdorf AG and for each share.

On February 14, 2017, the Company issued a press release concerning certain events relating to this Item 8.01. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference. The description of the Domination and Profit and Loss Transfer Agreement in this document is qualified in its entirety by the

Domination and Profit and Loss Transfer Agreement, an English translation of which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 29, 2016 (File No. 1‑4879).

CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained in this communication regarding matters that are not historical facts are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995). These include statements regarding management's intentions, plans, beliefs, expectations or forecasts for the future including, without limitation, the business combination with Diebold Nixdorf AG, the effectuation of personnel changes within the Diebold Nixdorf Group and the consummation of the domination and profit-and-loss transfer agreement. Such forward-looking statements are based on the current expectations of Diebold Nixdorf, Incorporated and involve risks and uncertainties because such statements relate to events and depend on circumstances that may or may not occur in the future; consequently, actual results may differ materially from those expressed or implied in the statements. Forward-looking statements are not guarantees of future performance. In addition, risks and uncertainties related to the domination and profit-and-loss transfer agreement include, but are not limited to, risks associated with appraisal proceedings in relation to the domination and profit-and-loss transfer agreement, the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement or the domination and profit-and-loss transfer agreement and risks associated with the impact the business combination agreement, the personnel changes and the domination and profit-and-loss transfer agreement and any related litigation may have on the business and operations of the combined company, including on the ability of the combined company to retain and hire key personnel, and maintain relationships with its suppliers. These risks, as well as other risks are more fully discussed in Diebold Nixdorf, Incorporated's reports filed with the SEC and available at the SEC's website at www.sec.gov. Any forward looking statements speak only as at the date of this document. Except as required by applicable law, neither Diebold Nixdorf, Incorporated nor Diebold Nixdorf AG undertakes any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this report:

3.1(i) Amended and Restated Code of Regulations of Diebold Nixdorf, Incorporated.

3.1(ii) Amended and Restated Code of Regulations of Diebold, Nixdorf, Incorporated (marked to show changes).

99.1 Press release issued by the Company, dated February 16, 2017, concerning certain events relating to Item 5.02 in this Current Report on Form 8-K.

99.2 Press release issued by the Company, dated February 14, 2017, concerning certain events relating to Item 8.01 in this Current Report on Form 8-K.

SIGNATURES

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.

EXHIBIT INDEX

Exhibit 3.1(i)

AMENDED AND RESTATED CODE OF REGULATIONS

OF

DIEBOLD NIXDORF, INCORPORATED

ARTICLE I

ISSUANCE AND TRANSFER OF SHARES

Section 1 - Certificates; Registrar and Transfer Agent

The Board of Directors shall have authority to make such rules and regulations as it deems expedient concerning the issuance, transfer and registration of certificates for shares and the shares represented thereby. The Board of Directors may at any time, by Resolution, provide for the opening of transfer books for the making and registration of transfers of shares of this corporation in any State of the United States or in any foreign country, and may employ and appoint and remove, at discretion, any agent or agents to keep the records of its shares or to transfer or to register shares, or to perform all of said functions, at any place that the Board of Directors may deem advisable.

Section 2 - Transfers of Shares

Transfers of Shares shall be made only on the books of the corporation at the office thereof, or at the office of any Registrar and Transfer Agent that may at any time be appointed by the Board of Directors for that purpose, upon surrender of the certificates (or other appropriate evidence if shares are uncertificated) to be transferred, properly assigned, evidencing the number of shares so transferred. Certificates so surrendered shall be cancelled and attached to the stubs corresponding thereto in the stock certificate book, and notations of such cancellation made in proper books kept by the corporation or by such Registrar and Transfer Agent.

Section 3 - Record Date and Closing Transfer Books

The Board of Directors may fix a date, which shall not be a past date and which shall not be more than sixty days preceding the date of any meeting of shareholders, or the date fixed for payment of any dividend or distribution, or the date for the allotment of rights, or (subject to contract rights with respect thereto) the date when any change or conversion or exchange of shares shall be made or go into effect, or the date as of which written consents, waivers or releases are to be obtained from shareholders under any applicable provisions of law, or the date when or prior whereto any rights or powers are to be exercised by shareholders, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting or any adjournments thereof, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise rights in respect of any such change, conversion or exchange of shares, or to execute such consents, waivers or releases, or to exercise any such rights or powers of shareholders; and in any such case, only shareholders of record at the date so fixed shall be entitled to notice of and to vote at such meeting, or any adjournments thereof, or to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise any such rights or powers, or to execute such consents, waivers or releases, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of said period, including the time of any such meetings of shareholders or any adjournments thereof.

Section 4 - Lost, Destroyed or Mutilated Certificates

If any Certificate of shares of this corporation shall become worn, defaced or mutilated, the Directors, upon production and surrender thereof, may order the same cancelled and a new certificate issued in lieu thereof. If any such certificate be lost, stolen or destroyed, the Directors, upon the furnishing of such evidence as shall be satisfactory to them of such loss, stealing or destruction, and upon the giving of such indemnity as they shall deem satisfactory, may order a new certificate to be issued in lieu of such lost, stolen or destroyed certificate to the person last appearing upon the books of the corporation to be the owner of such lost, stolen or destroyed certificate.

Exhibit 3.1(i)

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1 - Annual Meeting

The Annual Meeting of the Shareholders of this corporation shall be held at such time and place, within or without the State of Ohio, as may be designated by the Board of Directors or, in the absence of a designation by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President or the Secretary, and stated in the notice of meeting. The Board of Directors may postpone and reschedule any previously scheduled annual meeting of the shareholders. The Board of Directors may also determine that the Annual Meeting shall not be held at any physical place, but instead may be held solely by means of communications equipment that enables the shareholders (and proxyholders) to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and to speak or otherwise participate in the proceedings contemporaneously with other participants. Any shareholder using communications equipment will be deemed present in person at the meeting whether the meeting is to be held at a designated place or solely by means of communications equipment. The Board of Directors may adopt guidelines and procedures for the use of communications equipment in connection with a meeting of shareholders to permit the corporation to verify that a person is a shareholder or proxyholder and to maintain a record of any vote or other action.

Section 2 - Special Meetings

Special meetings of shareholders may be called by the Chairman of the Board, the Chief Executive Officer, the President or by the Board of Directors or by written order of a majority of the Directors or by the Executive Committee, if there be one, or by the Chairman of the Board, the Chief Executive Officer, the President, the Vice President, or the Secretary, when requested in writing by the holders of a majority of the shares of the corporation at the time entitled to exercise voting power in the election of Directors. No such special meeting shall be held elsewhere than at the principal office of the corporation nor outside the State of Ohio unless so ordered by a resolution of the Board of Directors or by the written order of all the Directors designating the place of such meeting or designating that the meeting will be held by means of communications equipment.

Section 3 - Notice of Meetings

Written notice of every annual or special meeting of shareholders, stating the time when and place where the same is to be held, if any, the purpose or purposes thereof, and the means, if any, by which shareholders can be present and vote at the meeting through the use of communications equipment, shall be given to each shareholder of record entitled to vote at such meeting or to receive notice thereof either by personal delivery or by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice is given, not more than sixty (60) days nor less than seven (7) days before such meeting. If mailed or sent by overnight delivery service, the notice shall be directed to a shareholder at his address last appearing upon the records of the corporation. If sent by other means of communication authorized by the shareholder, the notice shall be sent to the address furnished by the shareholder for such transmissions. In the event of the transfer of shares after notice has been given, and prior to the holding of the meeting, it shall not be necessary to notify the transferee; and if any meeting is adjourned to another time or place, no further notice as to such adjourned meeting need be given other than by announcement at the meeting at which such adjournment is taken, even though such adjournment be taken for want of a quorum. Whenever notice of any such meeting shall have been provided as hereby required, failure of delivery thereof to any shareholder shall not invalidate or affect any annual or special meeting or any proceedings had or action taken thereat. Any shareholder may, in writing, waive any notice hereby required.

Section 4 - Quorum

Except as otherwise expressly provided in the corporation's Articles of Incorporation, as amended (the 'Articles of Incorporation'), the shareholders present in person, by proxy, or by the use of communications equipment at any meeting held for the determination of the number of Directors or the election of Directors, or for consideration and action upon reports required to be laid before such meeting, shall constitute a quorum for the purpose of transacting such business as aforesaid; but at any meeting of shareholders called for any other purpose, or for consideration of and action upon any matters other than those herein before mentioned, the presence in person, by proxy, or by the use of communications equipment of holders of a majority in number of shares issued and outstanding and entitled to exercise voting power at such meeting, shall be necessary to constitute a quorum for the transaction of such business. Whether or not a quorum is present at any meeting, the shareholders present in person, by proxy, or by the use of communications equipment, by the vote of a majority of the voting power represented by those so present, may adjourn the meeting to a time fixed by such vote without other notice than the announcement made following the vote.

Exhibit 3.1(i)

Section 5 - Voting

Except as otherwise expressly required by law, the Articles of Incorporation or this Amended and Restated Code of Regulations, at any meeting of shareholders at which a quorum is present, a majority of the votes cast, whether in person or by proxy, on any matter properly brought before such meeting in accordance with Article II Section 6 will be the act of the shareholders. An abstention shall not represent a vote cast. Every proxy must be in a form permitted by chapter 1701 of the Ohio Revised Code. A shareholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the corporation a verifiable notification of revocation or a later appointment. The presence at a meeting of the person appointing a proxy does not revoke the appointment. The vote upon any question brought before a meeting of the shareholders may be by voice vote, unless otherwise required by law, the Articles of Incorporation or this Amended and Restated Code of Regulations or unless the presiding officer otherwise determines. Every vote taken by written ballot will be counted by the inspectors of election, if inspectors of election are appointed.

Section 6 - Order of Business

(a) Order of Business. The Chairman, or such other officer of the corporation designated by a majority of the total number of Directors that the corporation would have if there were no vacancies on the Board of Directors (such number being referred to as the 'Whole Board'), will call meetings of shareholders to order and will act as presiding officer thereof. Unless otherwise determined by the Board of Directors prior to the meeting, the presiding officer of the meeting of shareholders will also determine the order of business and have the authority in his sole discretion to regulate the conduct of any such meeting including, without limitation, by imposing restrictions on the persons (other than shareholders of the corporation or their duly appointed proxies) who may attend any such shareholders' meeting, by ascertaining whether any shareholder or his proxy may be excluded from any meeting of shareholders based upon any determination by the presiding officer, in his sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings of the meeting, and by determining the circumstances in which any person may make a statement or ask questions at any meeting of shareholders.

(b) At an annual meeting of the shareholders, only such business will be conducted or considered as is properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Chairman of the Board, the Chief Executive Officer, the President, a Vice President, the Secretary or an Assistant Secretary in accordance with Article II Section 3, (ii) otherwise properly brought before the meeting by the presiding officer or by or at the direction of a majority of the Whole Board, or (iii) otherwise properly requested to be brought before the meeting by a shareholder of the corporation in accordance with Article II Section 6(c).

(c) For business to be properly requested by a shareholder to be brought before an annual meeting, (i) the shareholder must be a shareholder of the corporation of record at the time of the giving of the notice for such annual meeting provided for in this Amended and Restated Code of Regulations, (ii) the shareholder must be entitled to vote at such meeting, (iii) the shareholder must have given timely notice thereof in writing to the Secretary, and (iv) if the shareholder, or the beneficial owner on whose behalf any business is brought before the meeting, has provided the corporation with a Proposal Solicitation Notice, as that term is defined in this Article II Section 6(c) below, such shareholder or beneficial owner must have delivered a proxy statement and form of proxy to the holders of at least the percentage of shares of the corporation entitled to vote required to approve such business that the shareholder proposes to bring before the annual meeting and included in such materials the Proposal Solicitation Notice. To be timely, except for notices required under Article III Sections 4 and 5 (which shall be governed by those sections), a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than 60 nor more than 90 calendar days prior to the first anniversary of the date on which the corporation first mailed its proxy materials for the preceding year's annual meeting of shareholders; provided, however, that if the date of the annual meeting is advanced more than 30 calendar days prior to or delayed by more than 30 calendar days after the anniversary of the preceding year's annual meeting, notice by the shareholder to be timely must be so delivered not later than the close of business on the later of the 90th calendar day prior to such annual meeting or the 10th calendar day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder's notice as described above. A shareholder's notice to the Secretary must set forth as to each matter the shareholder proposes to bring before the annual meeting (A) a description in reasonable detail of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and address, as they appear on the corporation's books, of the shareholder proposing such business and of the beneficial owner, if any, on whose behalf the proposal is made, (C) the class and number of shares of the corporation that are owned beneficially and of record by the shareholder proposing such business and by the beneficial owner, if any, on whose behalf the proposal is made, (D) any material interest of such shareholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made in such business, and (E) whether either such shareholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the percentage of shares of the corporation entitled to vote required to approve the proposal (an affirmative statement

Exhibit 3.1(i)

of such intent, a 'Proposal Solicitation Notice'). Notwithstanding the foregoing provisions of this Amended and Restated Code of Regulations, a shareholder must also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Article II Section 6(c). For purposes of this Section 6(c) and Article III Sections 4 and 5, 'public announcement' means disclosure in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or publicly filed by the corporation with any national securities exchange or quotation service through which the corporation's stock is listed or traded, or furnished by the corporation to its shareholders. Nothing in this Article II Section 6(c) will be deemed to affect any rights of shareholders to request inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and subject to compliance with the requirements and procedures set forth in Article III Section 5.

(d) At a special meeting of shareholders, only such business may be conducted or considered as is properly brought before the meeting. To be properly brought before a special meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Chairman of the Board, the Chief Executive Officer, the President, a Vice President, the Secretary or an Assistant Secretary (or in case of their failure to give any required notice, the other persons entitled to give notice) in accordance with Article II Section 3 or (ii) otherwise brought before the meeting by the presiding officer or by or at the direction of a majority of the Whole Board.

(e) The determination of whether any business sought to be brought before any annual or special meeting of the shareholders is properly brought before such meeting in accordance with this Section 6 will be made by the presiding officer of such meeting. If the presiding officer determines that any business is not properly brought before such meeting, he will so declare to the meeting and any such business will not be conducted or considered.

ARTICLE III

DIRECTORS

Section 1 - Number, Election and Term of Office

Except as otherwise expressly provided in the Articles of Incorporation, the Board of Directors shall be composed of not more than thirteen (13) persons nor less than five (5) persons unless this number is changed by: (1) the shareholders in accordance with the law of Ohio, or (2) the vote of the majority of the Directors in office. The Directors may increase the number to not more than thirteen (13) persons and may decrease the number to not less than five (5) persons. Any Director's office created by the Directors by reason of an increase in their number may be filled by action of a majority of the Directors in office.

The election of Directors shall be held only at the annual meeting of shareholders in each year. The Directors shall hold office for the term of one year and until their successors are elected and qualified, except that any Director at any time elected to fill a newly created Directorship or a vacancy shall hold office until the next annual meeting of shareholders and until his successor is elected.

Section 2 - Qualification

Each Director shall be a shareholder of the corporation, or shall become a shareholder as soon as practicable following his or her appointment or election, but need not be a citizen of the state of Ohio.

Section 3 - Vacancies

Upon the happening of any vacancy in the membership of the Board of Directors, whether by death, resignation, increase of the authorized number of Directors without the filling of such new position by the shareholders at the meeting at which such increase is made, failure of the shareholders at any time to elect the full number of authorized Directors, or otherwise, and in any of the contingencies provided by the laws of Ohio, the remaining Directors, or the Directors duly elected, though less than a quorum, may, by a majority vote, fill such vacancy in the Board for the unexpired term, or, in the case of a newly created Directorship, for a term which shall expire contemporaneously with the terms of Directors then qualified and serving.

Exhibit 3.1(i)

Section 4 - Nominations of Directors; Election

(a) Only persons who are nominated in accordance with this Article III Section 4 or Section 5 will be eligible for election at a meeting of shareholders to be members of the Board of Directors of the corporation.

(b) Nominations of persons for election as Directors of the corporation may be made only at an annual meeting of shareholders (i) by or at the direction of the Board of Directors or a committee thereof, (ii) by any shareholder who is a shareholder of record at the time of giving of notice provided for in this Article III Section 4, who is entitled to vote for the election of Directors at such meeting, and who complies with the procedures set forth in this Article III Section 4, or (iii) by any Eligible Shareholder (as defined in Article III Section 5 below), or group of Eligible Shareholders, who complies with the requirements and procedures set forth in Article III Section 5 and whose Shareholder Nominee (as defined in Article III Section 5 below) is included in the corporation's proxy materials for the relevant annual meeting of shareholders. If a shareholder, or a beneficial owner on whose behalf any such nomination is made, has provided the corporation with a Nomination Solicitation Notice in accordance with and as that term is defined in this Section 4 below, such shareholder or beneficial owner must have delivered a proxy statement and form of proxy to the holders of at least the percentage of shares of the corporation entitled to vote required to approve such nomination and included in such materials the Nomination Solicitation Notice. All nominations by shareholders must be made pursuant to timely notice in proper written form to the Secretary.

(c) To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than 120 nor more than 150 calendar days prior to the first anniversary of the date on which the corporation first mailed its proxy materials for the preceding year's annual meeting of shareholders; provided, however, that if the date of the annual meeting is advanced more than 30 calendar days prior to or delayed by more than 30 calendar days after the anniversary of the preceding year's annual meeting, notice by the shareholder to be timely must be so delivered not later than the close of business on the later of the 180th calendar day prior to such annual meeting or the 10th calendar day following the day on which public announcement of the date of such meeting is first made. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a shareholder's notice as described above. To be in proper written form, such shareholder's notice must set forth or include: (i) the name and address, as they appear on the corporation's books, of the shareholder giving the notice and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) a representation that the shareholder giving the notice is a holder of record of stock of the corporation entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to nominate the person or persons specified in the notice; (iii) the class and number of shares of stock of the corporation owned beneficially and of record by the shareholder giving the notice and by the beneficial owner, if any, on whose behalf the nomination is made; (iv) a description of all arrangements or understandings between or among any of (A) the shareholder giving the notice, (B) the beneficial owner on whose behalf the notice is given, (C) each nominee, and (D) any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder giving the notice; (v) such other information regarding each nominee proposed by the shareholder giving the notice as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, by the Board of Directors; (vi) the signed consent of each nominee to serve as a Director of the corporation if so elected; and (vii) whether either such shareholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the percentage of shares of the corporation entitled to vote required to elect such nominee or nominees (the 'Nomination Solicitation Notice'). At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director must furnish to the Secretary that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee. The presiding officer of any annual meeting will, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by this Article III Section 4, and if he should so determine, he will so declare to the meeting, and the defective nomination will be disregarded. Notwithstanding the foregoing provisions of this Article III Section 4, a shareholder must also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Article III Section 4.

Section 5 - Proxy Access for Director Nominations (a)Inclusion of Shareholder Nominee in Proxy Statement. Subject to the provisions of this Article III Section 5, the corporation shall include in its proxy statement for any annual meeting of shareholders (but not any special meeting of shareholders) the name (which shall also be included on the corporation's form of proxy and ballot), together with the Required Information (as defined below), of any person nominated for election as a Director ('Shareholder Nominee') identified in a Nomination Notice (as defined below) delivered by an Eligible Shareholder (as defined below) or group of up to twenty (20) Eligible Shareholders who at the time the request is delivered satisfy (individually and collectively, in the case of a group), as determined by the Board of Directors or its designee, the ownership and other requirements of this Article III Section 5 (such Eligible Shareholder or group of Eligible Shareholders, a 'Nominating Shareholder'), and who expressly elects at the time of providing the notice required by this Article III Section 5 to have its Shareholder Nominee included in the corporation's proxy materials pursuant to

Exhibit 3.1(i)

this Article III Section 5. For purposes of this Article III Section 5, 'Required Information' means (i) the information concerning the Shareholder Nominee and the Nominating Shareholder that, as determined by the corporation, is required to be disclosed in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, and (ii) if the Eligible Shareholder so elects, a Statement (as defined below). (b)Maximum Number of Shareholder Nominees. (i)The number of Shareholder Nominees appearing in the corporation's proxy materials with respect to an annual meeting of shareholders (including incumbent Directors who had been Shareholder Nominees at any of the two preceding annual meetings and whose reelection at such annual meeting is being recommended by the Board of Directors, any Shareholder Nominees who were submitted by a Nominating Shareholder for inclusion in the corporation's proxy materials pursuant to this Article III Section 5 and either are subsequently withdrawn or who the Board of Directors itself decides to nominate for election at such annual meeting, and any Director candidate who will be included in the corporation's proxy materials with respect to such annual meeting unopposed by the corporation pursuant to any agreement, arrangement or other understanding with any shareholder or group of shareholders) (a 'Board Nominee')) shall not exceed the greater of (y) two (2) or (z) 20% of the number of Directors in office (rounded down to the nearest whole number, the 'Maximum Number') as of the last day on which notice of a nomination may be delivered pursuant to this Article III Section 5 (the 'Final Proxy Access Nomination Date'). (ii)In the event that one or more vacancies for any reason occurs after the Final Proxy Access Nomination Date but before the date of the annual meeting and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the Maximum Number shall be calculated based on the number of Directors in office as so reduced. In the event that the number of Shareholder Nominees submitted by Nominating Shareholders pursuant to this Article III Section 5 exceeds the Maximum Number, each Nominating Shareholder shall select one Shareholder Nominee for inclusion in the corporation's proxy materials until the Maximum Number is reached, going in the order of the amount (largest to smallest) of shares of the corporation each Nominating Shareholder disclosed as owned in the Nomination Notice submitted to the corporation. If the Maximum Number is not reached after each Nominating Shareholder has selected one Shareholder Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the Maximum Number is reached. (iii)If after the deadline for submitting a Nomination Notice as set forth in Article III Section 5(d), a Nominating Shareholder becomes ineligible or withdraws its nomination or a Shareholder Nominee becomes ineligible or unwilling to serve on the Board of Directors, whether before or after the mailing of the definitive proxy statement, then the corporation (y) shall not be required to include in its proxy statement or on any ballot or form of proxy the Shareholder Nominee or any successor or replacement nominee proposed by the Nominating Shareholder or by any other Nominating Shareholder and (z) may otherwise communicate to its shareholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that the Shareholder Nominee will not be included as a Shareholder Nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting. (c)Eligibility of Nominating Shareholder. (i)An Eligible Shareholder is a person who has either (y) been a record holder of the shares of the corporation used to satisfy the eligibility requirement in this Article III Section 5 continuously for the three-year period specified in this paragraph (c) or (z) provides to the Secretary, within the time period referred to in Article III Section 5(d), evidence of continuous ownership of such shares for such three-year period from one or more securities intermediaries in a form that the Board of Directors or its designee determines acceptable. (ii)An Eligible Shareholder or group of up to 20 Eligible Shareholders may submit a nomination in accordance with this Article III Section 5 only if the person or group (in the aggregate) has owned (as defined below) continuously for at least three (3) years the Required Shares (as defined below) as of the date the Nomination Notice is delivered to or mailed and received by the corporation in accordance with Article III Section 5 and continues to own the Required Shares through the meeting date. The following shall be treated as one Eligible Shareholder if such Eligible Shareholder shall provide together with the Nomination Notice documentation satisfactory to the Board of Directors or its designee that demonstrates compliance with the following criteria: funds that are (x) under common management and investment control, (y) under common management and funded primarily by a single employer or (z) a 'group of investment companies' or 'family of investment companies' as such terms are defined in the Investment Company Act of 1940, as amended. For the avoidance of doubt, in the event of a nomination by a Nominating Shareholder that includes more than one Eligible Shareholder, any and all requirements and obligations for a given Eligible Shareholder or, except as the context otherwise makes clear, the Nominating Shareholder that are set forth in this Article III Section 5, including the minimum holding period, shall apply to each member of such group; provided , however , that the Required Shares shall include the aggregate ownership of the group of Eligible Shareholders constituting the Nominating Shareholder. Should any Eligible Shareholder withdraw from a group of Eligible Shareholders constituting a Nominating Shareholder at any time prior to the annual meeting, the Nominating Shareholder shall be deemed to own only the shares held by the remaining Eligible Shareholders. No person may be a member of more than one group of persons constituting a Nominating Shareholder under this Article III Section 5. If any Eligible Shareholder appears as a member of more than one group, such Eligible Shareholder shall be deemed to be a member of only the group that has the largest ownership position as reflected in the Nomination Notice.

Exhibit 3.1(i)

(iii)As used in this Article III Section 5: (1)any reference to a 'group' or 'group of Eligible Shareholders' refers to any Nominating Shareholder that consists of more than one Eligible Shareholder and to all the Eligible Shareholders that make up such Nominating Shareholder; (2)Required Shares' means 3% of the number of outstanding shares of the corporation as of the most recent date for which such number is disclosed in any filing by the corporation with the Securities and Exchange Commission prior to the submission of the Nomination Notice; and (3)an Eligible Shareholder shall be deemed to 'own' only those outstanding shares of the corporation as to which the shareholder possesses both (X) the full voting and investment rights pertaining to the shares and (Y) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (X) and (Y) shall not include any shares (A) sold by such shareholder or any affiliate of such shareholder in any transaction that has not been settled or closed, (B) borrowed by such shareholder or any affiliate of such shareholder for any purposes or purchased by such shareholder or any affiliate of such shareholder pursuant to an agreement to resell by the shareholder or any affiliate of such shareholder or (C) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such shareholder or any affiliate of such shareholder, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such shareholder's full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such shareholder. A person shall 'own' shares held in the name of a nominee or other intermediary so long as the person retains the right to instruct how the shares are voted with respect to the election of Directors and possesses the full economic interest in the shares. A person's ownership of shares shall be deemed to continue during any period in which the shareholder has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the shareholder. A person's ownership of shares shall be deemed to continue during any period in which the person has loaned such shares, provided that the person has the power to recall such loaned shares on not more than five business days' notice, the person promptly recalls the loaned shares upon being notified that its Shareholder Nominee will be included in the corporation's proxy materials for the relevant annual meeting, and the person holds the recalled shares through such annual meeting. Whether outstanding shares of the corporation's Common Stock are 'owned' for these purposes shall be determined by the Board of Directors. 'Affiliate' shall have the meaning ascribed to such term under the Exchange Act. (d)Nomination Notice. To nominate a Shareholder Nominee pursuant to this Article III Section 5, the Nominating Shareholder must submit to the Secretary all of the following information and documents (in addition to the information required to be provided by Article III Section 4) in a form that the Board of Directors or its designee determines acceptable (collectively, the 'Nomination Notice') not less than 120 calendar days nor more than 150 calendar days prior to the anniversary of the date that the corporation mailed its proxy statement for the prior year's annual meeting; provided , however , that if (and only if) the annual meeting is not scheduled to be held within a period that commences 30 calendar days before the first anniversary date of the preceding year's annual meeting and ends 30 calendar days after the first anniversary date of the preceding year's annual meeting, the following information shall be given in the manner provided herein by the later of the close of business on the date that is 180 calendar days prior to an annual meeting date outside such period just previously described and the tenth (10th) day following the date on which a public announcement of the date of such meeting is first made by the corporation (and in no event shall the adjournment or postponement of an annual meeting, or the announcement thereof, commence a new time period (or extend any time period) for giving the following information in writing): (i)one or more statements from the record holder(s) of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date the Nomination Notice is delivered to or mailed and received by the corporation, the Nominating Shareholder owns, and has owned continuously for the preceding three (3) years, the Required Shares, and the Nominating Shareholder's agreement to provide, within five business days after the record date for the annual meeting, statements from the record holder(s) and intermediaries verifying the Nominating Shareholder's continuous ownership of the Required Shares through the record date; (ii)representations and warranties from the Nominating Shareholder: (1)that it will continue to satisfy the eligibility requirements described in Article III Section 5(c) through the date of the annual meeting; (2)as to the Nominating Shareholder's intentions with respect to continuing to hold its shares of Common Stock for at least one year following the annual meeting; (3)that such Nominating Shareholder (v) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control at the corporation, and does not presently have such intent, (w) has not nominated and will not nominate for election to the Board of Directors at the annual meeting any

Exhibit 3.1(i)

person other than the Shareholder Nominee(s) being nominated pursuant to this Article III Section 5, (x) has not engaged and will not engage in, and has not and will not be, a 'participant' in another person's 'solicitation' within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a Director at the meeting other than its Shareholder Nominee or a Board Nominee, (y) will not distribute any form of proxy for the meeting other than the form distributed by the corporation, and (z) will provide facts, statements and other information in all communications with the corporation and its shareholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (4)that the Shareholder Nominee's candidacy and, if elected, Board membership does not, and would not, violate these Bylaws, the corporation's Articles of Incorporation, the listing standards of the principal exchange upon which the corporation's shares are traded (the 'Listing Standards'), or any applicable state or federal law, rule or regulation; (5)detailing any relationship that existed within the past three (3) years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it were to exist on the date of the submission of the Schedule 14N; and (6)that the Shareholder Nominee: does not have any direct or indirect relationship with the corporation that will cause the Shareholder Nominee to be deemed not independent under the Listing Standards or the corporation's independence standards; meets the applicable audit committee and compensation committee independence requirements under the Listing Standards; is a 'non-employee Director' for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule); is an 'outside Director' for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision); is not and has not been a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or been convicted in such a criminal proceeding within the past ten (10) years or is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended (or any successor rule, 'Rule 506(d)') or Item 401(f) of Regulation S-K (or any successor item, 'Item 401(f)') without reference to whether the event is material to an evaluation of the ability or integrity of the Shareholder Nominee; meets the Director qualifications set forth in the corporation's corporate governance guidelines; and is not and has not been, within the three (3) years prior to the date that the Nomination Notice delivered to or mailed and received by the corporation, an officer or Director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended. (iii)a copy of the Schedule 14N (or any successor form) relating to the Shareholder Nominee that has been filed with the Securities and Exchange Commission; (iv)in the case of a nomination by a Nominating Shareholder comprised of more than one Eligible Shareholder, the designation by all Eligible Shareholders comprising the Nominating Shareholder of one Eligible Shareholder that is authorized to act on behalf of the Nominating Shareholder with respect to matters relating to the nomination, including withdrawal of the nomination; (v)a representation and warranty and agreement from and signed by the Shareholder Nominee that he or she: (1)confirms the representations and warranties made by the Eligible Shareholder in this Section 5(d)(ii)(5); (2)is not and will not become a party to any agreement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director of the corporation, will act or vote on any issue or question; (3)is not and will not become a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a Shareholder Nominee or as a Director in each case, that has not been disclosed to the corporation; (4)if elected as a Director, will comply with all of the corporation's corporate governance, business conduct, conflict of interest, confidentiality, insider trading and stock ownership and trading policies and guidelines, and any other corporate policies or procedures applicable to Directors; and (5)will, at the request of the corporation, and within five (5) business days after such request, submit all completed and signed questionnaires required of the corporation's Directors and provide such other information as the corporation may reasonably request, including information to confirm that the Shareholder Nominee satisfies the requirements of this Article III Section 5. (vi)an undertaking that the Nominating Shareholder (including in the case of a group, each Eligible Stockholder in that group) agrees to: (1)in the event that any information included in the Nomination Notice or any other communication by the Nominating Shareholder (including with respect to any Eligible Shareholder included in a group) with the corporation, its shareholders or any other person in connection with the nomination or election ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not

Exhibit 3.1(i)

misleading), promptly (and in any event within 48 hours of discovering such misstatement or omission) notify the corporation and any other recipient of such communication of the misstatement or omission in such previously provided information and of the information required to correct the misstatement or omission; it being understood that providing any such notification shall not be deemed to cure any such defect or limit the corporation's right to omit a Shareholder Nominee from its proxy materials pursuant to this Article III Section 5; (2)provide immediate notice to the corporation if the Nominating Shareholder ceases to own the Required Shares at any time prior to the date of the annual meeting or otherwise has failed to continue to satisfy the eligibility requirements of this Article III Section 5 (including any Eligible Shareholder included in a group); (3)assume all liability stemming from an action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of the Nominating Shareholder's or the Shareholder Nominee's communications with the corporation, the corporation's shareholders or any other person in connection with the nomination or election of Directors, including, without limitation, the Nomination Notice and any other information that the Nominating Shareholder provided to the corporation; (4)indemnify and hold harmless (jointly and severally with all other Eligible Shareholders, in the case of a group of Eligible Shareholders) the corporation and each of its Directors, officers and employees individually against any liability, loss or damages, expenses or other costs (including attorneys' fees) in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the corporation or any of its Directors, officers or employees arising out of or relating to any nomination submitted by the Nominating Shareholder (including with respect to any Eligible Shareholder included in a group) or a failure or alleged failure of the Nominating Shareholder or Shareholder Nominee to comply with, or any breach or alleged breach of, its or his or her, as applicable, obligations, agreements or representations under this Article III Section 5; (5)file with the Securities and Exchange Commission all soliciting materials relating to one or more of the corporation's Directors or Board Nominees or any Shareholder Nominee, regardless of whether any such filing is required under any rule or regulation or whether any exemption from filing is available for such materials under any rule or regulation; and (6)comply with all other applicable laws, rules, regulations and listing standards with respect to the nomination, any solicitation in connection with the meeting and the election. (vii)if the Nominating Shareholder so elects, a statement for inclusion in the corporation's proxy statement for the annual meeting, not to exceed 500 words, in support of the Shareholder Nominee's candidacy (the 'Statement').

The information and documents required by this paragraph (d) of Article III Section 5 shall be (i) provided with respect to and executed by each Eligible Shareholder in the group in the case of a Nominating Shareholder comprised of a group of Eligible Shareholders; and (ii) provided with respect to the persons spe