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 (Amendment No.                )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

XEROX HOLDINGS 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):

YOUR VOTE IS VERY IMPORTANT

Dear Shareholders:

You are cordially invited to attend the 2021 Annual Meeting of Shareholders of Xerox Holdings Corporation (Xerox), to be held at 9:00 a.m., eastern time, on Thursday, May 20, 2021.

Due to the continued public health effects of the COVID-19 pandemic and to support the health and well-being of our shareholders, directors, employees and the Xerox community, our 2021 Annual Meeting will be held solely as a “virtual meeting”, with shareholders having access to vote, ask questions and participate at the Annual Meeting virtually. You will not be able to attend the Annual Meeting physically.

Although we intend to hold our Annual Meeting of Shareholders virtually, in the event that New York State law does not allow virtual-only meetings at the time of our Annual Meeting of Shareholders, we will hold an in-person meeting at the same date and time at our corporate headquarters at 201 Merritt 7, Norwalk, CT 06851. If we decide to modify the structure of our Annual Meeting of Shareholders, we will announce the decision to do so by press release (which will be filed with the SEC and available at www.news.xerox.com/investors and www.meetingcenter.io/268344849).

At the Annual Meeting, you will be asked to consider and vote upon proposals to: (i) elect nine directors to our board of directors; (ii) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; (iii) approve, on an advisory basis, the 2020 compensation of our named executive officers; (iv) approve the Company’s amended and restated Equity Compensation Plan for Non-Employee Directors (Director Equity Plan); (v) consider a shareholder proposal for shareholder action by written consent if properly presented at the Annual Meeting; and (vi) consider such other business as may properly come before the Annual Meeting.

Our Board unanimously recommends that you vote “FOR” all nominees for director, “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, “FOR” the non-binding executive compensation proposal, “FOR” approval of the Company’s amended and restated Director Equity Plan, and “AGAINST” the shareholder proposal for shareholder action by written consent, if properly presented at the Annual Meeting.

Your vote is important — no matter how many or how few shares you may own. Whether or not you plan to attend the virtual Annual Meeting, please submit your proxy as soon as possible. You may submit a proxy via the Internet, by telephone or, if applicable, by signing, dating, and mailing the proxy card. Specific instructions for shareholders of record who wish to use Internet or telephone proxy procedures are included in the enclosed Proxy Statement. Any shareholder attending the Annual Meeting may vote at the Annual Meeting even if a proxy has been returned.

The accompanying notice of meeting and the Proxy Statement provide specific information about the Annual Meeting and explain the various proposals. Please read these materials carefully.

Thank you for your continued support of Xerox.

For the Board of Directors,

The accompanying Proxy Statement is dated April 7, 2021 and is first being distributed to shareholders on or about April 7, 2021.

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 2021 Annual Meeting of Shareholders of Xerox Holdings Corporation to be held at 9:00 a.m., eastern time, on Thursday, May 20, 2021 over a live webcast at www.meetingcenter.io/268344849. The password for the meeting is XRX2021.

Due to the continued public health effects of the COVID-19 pandemic and to support the health and well-being of our shareholders, directors, employees and the Xerox community, our 2021 Annual Meeting will be held solely as a “virtual meeting”, with shareholders having with access to vote, ask questions and participate at the Annual Meeting virtually. You will not be able to attend the Annual Meeting physically.

Although we intend to hold our Annual Meeting of Shareholders virtually, in the event that New York State law does not allow virtual-only meetings at the time of our Annual Meeting of Shareholders, we will hold an in-person meeting at the same date and time at our corporate headquarters at 201 Merritt 7, Norwalk, CT 06851. If we decide to modify the structure of our Annual Meeting of Shareholders, we will announce the decision to do so by press release (which will be filed with the SEC and available at www.news.xerox.com/investors and www.meetingcenter.io/268344849).

Shareholders will be asked to:

Shareholders will also be asked to consider such other business as may properly come before the Annual Meeting.

Voting:

You are eligible to vote if you were a shareholder of record at the close of business on March 26, 2021.

Ensure that your shares are represented at the meeting by voting in one of several ways:

		VIA THE INTERNET.
		BY TELEPHONE.
		BY MAIL.
		AT THE ANNUAL MEETING.

Please review the Notice of Internet Availability of Proxy Materials or accompanying proxy card for voting instructions, and submit your proxy as soon as possible to ensure that your shares are represented, even if you plan to attend the Annual Meeting. Voting now will not limit your right to change your vote or to attend the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on May 20, 2021.

The Proxy Statement and 2020 Annual Report are available at

www.edocumentview.com/XRX or www.xerox.com/investor.

If you have any questions or require assistance in voting your shares, you should call Harkins Kovler, LLC, Xerox’s proxy solicitor for the Annual Meeting, toll-free at (844) 218-8384 (from the U.S. and Canada) or at (212) 468-5380 (from other locations) (Banks and Brokerage firms may call collect at (212) 468-5380). Alternatively, you can email Harkins Kovler, LLC at Xerox@HarkinsKovler.com.

By order of the Board of Directors,

Douglas H. Marshall

Corporate Secretary

Norwalk, Connecticut

April 7, 2021

TABLE OF CONTENTS

i

ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “should”, “targeting”, “projecting”, “driving” and similar expressions, as they relate to us, our performance and/or our technology, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially, including those factors that are set forth in Xerox’s and Xerox Corporation’s combined Annual Report on Form 10-K for the year ended December 31, 2020 and Xerox’s and Xerox Corporation’s other filings with the U.S. Securities and Exchange Commission. These forward-looking statements speak only as of the date of the Proxy Statement or as of the date to which they refer, and Xerox and Xerox Corporation assume no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

iii

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

The following are some of the questions that you may have about this proxy statement (Proxy Statement) and the answers to those questions. The information in this section does not provide all of the information that may be important to you with respect to this Proxy Statement. Therefore, we encourage you to read the entire Proxy Statement, which was first made available on or about April 7, 2021, for more information about these topics.

The Annual Meeting    

The 2021 Annual Meeting of Shareholders (Annual Meeting) of Xerox Holdings Corporation (Xerox or the Company), will be held beginning at 9:00 a.m., local time, on Thursday, May 20, 2021. over a live webcast at www.meetingcenter.io/268344849. The password for the meeting is XRX2021.

The Annual Meeting will be held virtually. You will not be able to attend the Annual Meeting physically. For additional information about attending the Annual Meeting, see below under “How can I attend the Annual Meeting?”

Although we intend to hold our Annual Meeting of Shareholders virtually, in the event that New York State law does not allow virtual-only meetings at the time of our Annual Meeting of Shareholders, we will hold an in-person meeting at the same date and time at our corporate headquarters at 201 Merritt 7, Norwalk, CT 06851. If we decide to modify the structure of our Annual Meeting of Shareholders, we will announce the decision to do so by press release (which will be filed with the SEC and available at www.news.xerox.com/investors and www.meetingcenter.io/268344849).

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will consider and vote on the following matters:

Shareholders will also be asked to consider any other business that may properly come before the Annual Meeting. In addition, our management will respond to questions from shareholders.

How do I vote?

Beneficial owners will receive a separate Notice of Internet Availability of Proxy Materials (Notice) with voting instructions from the bank, broker or other holder of record where the shares of common stock, par value $1.00 per share of the Company (Common Stock), or Series A Preferred Stock, par value $1.00 per share, are held that must be followed in order for their shares to be voted. Beneficial owners should follow the instructions from their bank, broker or other holder of record in order for their shares to be voted. If you hold your shares through a broker, bank, or nominee and wish to vote at the virtual Annual Meeting, you must obtain a “legal proxy” from your broker, bank, or nominee for you (and not your broker, bank or nominee).

1

Registered shareholders can vote in any one of four ways:

If you vote by Internet, telephone or mail, you authorize each of the three directors, whose names are listed on the proxy card accompanying this Proxy Statement, to act as your proxies to represent you and vote your shares as you direct.

How does the Board recommend that I vote?

The Board recommends that you vote:

How can I attend the Annual Meeting?

Due to the continued public health effects of the COVID-19 pandemic and the health and well-being of our shareholders, directors, employees and the full Xerox community, the Annual Meeting will be entirely virtual, with shareholders having access to vote, ask questions and participate at the Annual Meeting virtually. You will not be able to attend the Annual Meeting physically. Our directors and management will participate in the meeting virtually.

Although we intend to hold our Annual Meeting of Shareholders virtually, in the event that New York State law does not allow virtual-only meetings at the time of our Annual Meeting of Shareholders, we will hold an in-person meeting at the same date and time at our corporate headquarters at 201 Merritt 7, Norwalk, CT 06851. If we decide to modify the structure of our Annual Meeting of Shareholders, we will announce the decision to do so by press release (which will be filed with the SEC and available at www.news.xerox.com/investors and www.meetingcenter.io/268344849).

2

To access the meeting by virtual means, please go to www.meetingcenter.io/268344849. The password for the meeting is XRX2021.

To log-in to the meeting, a shareholder has two options:

Join as a “Shareholder” or join as a “Guest”. If you join as a “Shareholder” you will be required to have a 15-digit control number and password. The password for the meeting is XRX2021.

Online access to the meeting will open 15 minutes prior to the start of the Annual Meeting. We encourage you to access the meeting in advance of the designated start time. Beginning 15 minutes prior to and during the Annual Meeting, support will be available to assist shareholders with any technical difficulties they may have accessing the meeting virtually. If you encounter any difficulty either accessing or participating in the meeting, please go to https://support.vevent.com or go to the meeting website and click on “Additional Information”. You can also contact Computershare by telephone toll-free at (888) 724-2416 (from the U.S. and Canada) or at +1 (781) 575-2748 (from other locations).

An online resource is available to shareholders at www.meetingcenter.io/268344849 where you can access our proxy materials, the list of registered shareholders, rules of conduct for the meeting and the Company’s annual report.

If you were a shareholder as of the close of business on March 26, 2021 (Record Date) and have your control number, you may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting at www.meetingcenter.io/268344849.

Shareholders of Record. For shareholders of record (you held your shares in your own name as reflected on the records of our transfer agent, Computershare), you are already registered for the virtual meeting, meaning you may attend the virtual Annual Meeting, participate, vote and ask questions. Your 15-digit control number can be found on your Notice of Internet Availability or proxy card.

Beneficial Shareholders. If you hold your shares through an intermediary, such as a bank, broker, or other nominee (meaning your shares are held in “street name”), you must register in advance to attend the Annual Meeting. To register you must submit a “legal proxy” reflecting your holdings of the Company along with your name and email address to Computershare at legalproxy@computershare.com. A “legal proxy” can be obtained by logging into the voting site listed on your Voter Instruction Form and clicking on “Vote in person at the meeting” or requesting one through your bank, broker, or other nominee. Obtaining a “legal proxy” from the bank, broker or other nominee may take several days. Requests for registration must be labeled as “legal proxy” and be received by Computershare no later than 5:00 p.m., Eastern Time, on May 13, 2021. You will receive a confirmation email from Computershare of your registration along with a 15-digit control number to be used to enter the meeting at www.meetingcenter.io/268344849.

Requests for registration should be directed to Computershare by email by forwarding the email from your bank, broker, or other nominee, or attaching an image of your legal proxy, to: legalproxy@computershare.com.

If you do not have your control 15-digit number, you may attend the Annual Meeting as a guest (non-shareholder), but will not have the option to vote your shares or ask questions at the virtual meeting.

If a beneficial shareholder has any questions concerning attendance at the virtual Annual Meeting, they should contact their bank, broker or other nominee which holds their shares.

Will I be able to ask questions as a shareholder at the Annual Meeting?

As part of the 2021 Annual Meeting we will hold a designated question-and-answer period during which we intend to answer questions submitted during the meeting that are pertinent to the Company and meeting matters as time permits. To submit questions during the Annual Meeting, you must log-in to the meeting website at www.meetingcenter.io/268344849 using your 15-digit control number and meeting password XRX2021 and follow the instructions on the meeting website. We reserve the right to exclude questions that are not pertinent to meeting matters. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

3

If any appropriate questions pertinent to Company matters cannot be answered during the meeting due to time constraints, the Company will address them in the Investor Relations section of the Company website at www.news.xerox.com/investors . This will be done as soon as reasonably practicable after the meeting and will remain available for two weeks after posting.

Additional information concerning questions to be submitted by shareholders at the 2021 Annual Meeting will be set forth in the general rules of conduct for the meeting, which can be viewed prior to and during the 2021 Annual Meeting at the virtual meeting website, www.meetingcenter.io/268344849.

4

PROPOSAL 1 — ELECTION OF DIRECTORS

Shareholders annually elect directors to serve for one year and until their successors have been elected and have been qualified. Based on the director nomination process described below, the nine persons whose biographies appear below have been nominated by the Board to serve as directors based on the recommendation of the Corporate Governance Committee.

Five of the director nominees currently serve on the Board and there are four new director nominees, Nichelle Maynard-Elliott, Steven D. Miller, James L. Nelson, and Margarita Paláu-Hernández. Three of the director nominees (Messrs. Cozza, Miller, and Nelson) are being nominated by the Board pursuant to the Nomination and Standstill Agreement dated January 26, 2021 between the Company and Carl C. Icahn and certain of his affiliates. Scott Letier is being nominated by the Board pursuant to the Nomination and Standstill Agreement dated January 26, 2021 between the Company and Darwin Deason. See “2021 Nomination and Standstill Agreements” for further information.

Each nominee brings to us valuable experience from a variety of fields. The biographical information presented regarding each nominee’s specific experience, qualifications, attributes, and skills led our Board to the conclusion that he or she should serve as a director. We believe that each of the nominees has demonstrated business acumen, an ability to exercise independent and sound judgment, an understanding of the Company’s business environment and a commitment to serve the Company and our Board. We also value their significant experience on other public company boards of directors and board committees. The Board has determined that each of the nominees (other than John Visentin, Vice Chairman and Chief Executive Officer of the Company) is independent under the New York Stock Exchange (NYSE) corporate governance rules and the Company’s more stringent independence standards.

It is expected that all nominees proposed by our Board will be able to serve on the Board if elected. Although not anticipated, if for any reason, a nominee is unable to serve, the proxies may use their discretion to vote for a substitute nominated by the Board.

Biographies

The Board is continuously seeking highly-qualified, diverse candidates to add to the range of skills and experiences represented on our Board. The nine individuals nominated for election at our 2021 Annual Meeting bring valuable diversity to the Board. Three of the nine director nominees are women. Two of our nominees are Hispanic and one is African-American. The nine director nominees range in age from 32 to 71. In addition, each director nominee contributes to the Board’s overall diversity by providing a variety of perspectives, personal and professional experiences and backgrounds. The tenure of the currently serving directors who are standing for election at this Annual Meeting (five directors) averages approximately three and a half years.

The table below summarizes the key qualifications, skills, and attributes that each of our director nominees possesses that were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director does not possess that qualification or skill or that other qualities were not also considered; rather, a mark indicates a specific area of focus or expertise on which the Board relied most

5

heavily. Each director nominee’s biography below describes his or her qualifications and relevant experience in more detail.

Qualifications, Skills and Attributes of our Board of Directors

In addition to the qualifications, skills and attributes referenced above, we have provided below the principal occupation and other information about the relevant experience, qualifications, attributes, or skills that the Board has concluded qualify each of the nominees to serve as a director of the Company. Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected.

Certain terms used in the biographies may be unfamiliar to you, so we are defining them here.

Xerox securities owned means the Company’s Common Stock, including vested Deferred Stock Units (DSUs) issued under the 2019 Amendment and Restatement of the 2004 Equity Compensation Plan for Non-Employee Directors, as amended (2004 Directors Plan).

Options/Rights means unvested DSUs and restricted stock units (RSUs) issued under the 2004 Directors Plan and unvested RSUs, earned performance share units (PSUs) and stock options awarded under the 2019 Amendment and Restatement of the Xerox Holdings Corporation Performance Incentive Plan, as amended (2004 Performance Incentive Plan) and/or Xerox Holdings Corporation Performance Incentive Plan, as amended (2020 Performance Incentive Plan), as applicable.

Immediate family means the spouse, the minor children and any relatives sharing the same home as the nominee.

Unless otherwise noted, all Xerox securities held are owned beneficially by the nominee. Beneficial ownership means he or she has or shares voting power and/or investment power with respect to the securities, even though another name (that of a broker, for example) may appear in the Company’s records. All ownership figures are as of February 28, 2021.

6

Other Directorships (past 5 years): Caesars Entertainment Corporation (2019-2020); Tenneco Inc. (2018-2019); Tropicana Entertainment Inc. (2014-2018); Icahn Enterprises L.P. (since 2012); Herbalife Ltd. (2013-2018).

Other Background: Mr. Cozza has been the President and Chief Executive Officer of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate, pharma and home fashion, since February 2014. In addition, Mr. Cozza has served as Chief Operating Officer of Icahn Capital LP, the subsidiary of Icahn Enterprises through which Carl C. Icahn manages investment funds, since February 2013. From February 2013 to February 2014, Mr. Cozza served as Executive Vice President of Icahn Enterprises. Mr. Cozza is also the Chief Financial Officer of Icahn Associates Holding LLC, a position he has held since 2006. Mr. Cozza has been a director of Icahn Enterprises L.P. since September 2012. In addition, Mr. Cozza serves as a director of certain wholly-owned subsidiaries of Icahn Enterprises L.P., including: Icahn Automotive Group LLC, an automotive parts installer, retailer, and distributor; and PSC Metals LLC, a metal recycling company. Mr. Cozza was previously: a director of Caesars Entertainment Corporation from March 2019 to July 2020; a director of Tenneco Inc., manufacturers of Ride Performance, Clean Air products and technology solutions for automotive and commercial vehicles, from October 2018 to March 2019; a director of Federal-Mogul Holdings LLC (formerly known as Federal-Mogul Holdings Corporation), a supplier of automotive powertrain and safety components from January 2017 to October 2018; a director of Tropicana Entertainment Inc., a company that is primarily engaged in the business of owning and operating casinos and resorts, from February 2014 until October 2018; a director of Herbalife Ltd., a nutrition company, from April 2013 to April 2018; a member of the Executive Committee of American Railcar Leasing LLC, a lessor and seller of specialized railroad tank and covered hopper railcars, from June 2014 to June 2017; a director of CVR Refining, LP, an independent downstream energy limited partnership, from January 2013 to February 2014; and a director of MGM Holdings Inc., an entertainment company focused on the production and distribution of film and television content, from April 2012 to August 2012. Icahn Automotive, Icahn Enterprises and PSC Metals are each indirectly controlled by Carl C. Icahn, and American Railcar Leasing, Federal-Mogul, CVR Refining, and Tropicana were previously indirectly controlled by Mr. Icahn. Mr. Icahn also has or previously had non-controlling interests in Caesars Entertainment, Tenneco, Xerox, Herbalife, and MGM Holdings through the ownership of securities. Mr. Cozza holds a B.S. in Accounting from the University of Dayton.

From his extensive finance and investment background and significant Board service, Mr. Cozza brings to the Board expertise relevant to being Chairman of the Board at Xerox, including his service on several other boards and committees as well as his significant corporate, finance, accounting, and investment experience.

7

Other Directorships (past 5 years): The Bank of New York Mellon Corporation (since 2015); Pfizer Inc. (since 2015); Unum Group (since 2016).

Other Background: Mr. Echevarria served as Chief Executive Officer of Deloitte LLP, a global provider of professional services, from 2011 until his retirement in August 2014. He joined the Deloitte U.S. Firms in 1978. During his tenure with Deloitte he held increasingly senior leadership positions prior to being named CEO, including U.S. Managing Partner and Chief Operating Officer, Deputy Managing Partner, and Southeast Region Audit Managing Partner. His leadership responsibilities extended to approximately 70,000 professionals in nearly 90 U.S. cities and India. In addition, he oversaw the U.S. owned consulting businesses in Germany, Mexico, China, and Brazil. He also served on key boards and committees within Deloitte and its member firm network, including chair of the U.S. Executive and Americas Executive committees and memberships on the U.S. and global boards. In addition to the public company board service noted above, Mr. Echevarria currently serves as a Trustee and Senior Advisor to the President of the University of Miami. He was formerly a member of President Obama’s Export Council, the principal national advisory committee on international trade, and President Obama’s Commission on Election Administration. He also serves as the Chair Emeritus of President Obama’s My Brother’s Keeper Alliance and as an advisor to the Obama Foundation.

Mr. Echevarria brings to the Board significant experience in finance, accounting, international business, leadership, and risk management skills relevant to Xerox acquired through his leadership at Deloitte. Mr. Echevarria’s financial acumen, including his significant previous audit experience, expertise in accounting issues and service on the audit committee on the boards of other publicly traded companies is an asset to the Board and the Audit Committee. He also brings public policy perspectives from his government service, which includes his public service on the President’s Private Export Council.

		Cheryl Gordon Krongard Age: 65       Director since: 2017 Xerox securities owned: 25,000 shares of Common Stock, 23,586 vested DSUs Options/Rights: 12,013 unvested DSUs Occupation: Private investor; Former CEO Rothschild Asset Management Education: B.S., Iowa State University Board Committees: Compensation (Chair), Corporate Governance Key Qualifications, Skills and Attributes: • Leadership • Global Business • Financial • Business Operations • Diversity • Public Company Boards & Governance

Other Directorships (past 5 years): Air Lease Corporation (since 2013); Federal-Mogul Holdings LLC (formerly known as Federal-Mogul Holdings Corporation) (private company) (2016-2018); Legg Mason, Inc. (2006-2017).

8

Other Background: Ms. Krongard served as a Director of US Airways Group Inc. from 2003 to 2013. She was a senior partner of Apollo Management, L.P., a private investment company, from January 2002 to December 2004. From 1994 to 2000, she served as the Chief Executive Officer of Rothschild Asset Management and as Senior Managing Director for Rothschild North America. Additionally, she served as a director of Rothschild North America, Rothschild Asset Management, Rothschild Asset Management BV, and Rothschild Realty Inc. and as Managing Member of Rothschild Recovery Fund. Ms. Krongard was also elected a lifetime governor of the Iowa State University Foundation in 1997 and has served as Chairperson of its Investment Committee.

Ms. Krongard brings to the Board expertise relevant to Xerox, including her substantial asset management expertise and her operational and leadership experience serving as a senior executive at large, complex asset management organizations. Ms. Krongard brings extensive investment, strategic planning and financial expertise gained as a director of other public companies. Ms. Krongard also has significant compensation, finance, audit, and corporate governance experience acquired through her service on the boards and committees of other publicly traded companies.

		Scott Letier Age: 60       Director since: 2018 Xerox securities owned: 14,459 vested DSUs Options/Rights: 12,013 unvested DSUs Occupation: Managing Director of Deason Capital Services, LLC Education: B.B.A. with a concentration in accounting, Southern Methodist University — Cox School of Business Board Committees: Compensation, Corporate Governance Key Qualifications, Skills and Attributes: • Technology • Leadership • Global Business • Financial • Business Operations • Public and Private Company Boards & Governance

Other Directorships (past 5 years): Conduent Incorporated (since 2018); serves on various private company boards of directors, including MV Transportation; Colvin Resources Group; Grow 52, LLC (dba Gardenuity); Fund Advisory Board of Griffis Residential.

Other Background: Mr. Letier has been Managing Director of Deason Capital Services, LLC (“DCS”), the family office for Darwin Deason, since July 2014. Prior to joining DCS, Mr. Letier was the Managing Director of JFO Group, LLC, the family office for the Jensen family, from September 2006 to July 2014. Mr. Letier has over 20 years of prior leadership roles serving as a private equity investment professional and chief financial officer, and began his career in the audit group at Ernst & Whinney (now Ernst & Young). Mr. Letier has served on numerous boards in the past, and currently serves as Chairman of the Board of Directors of Conduent Incorporated, a provider of business process outsourcing services, and on the boards of directors of several private companies, including MV Transportation, Inc., the leading provider of para-transit services and the largest privately owned passenger transportation contracting firm in the United States, Colvin Resources Group, a Dallas based search and staffing firm, and Grow 52, LLC (dba Gardenuity), a tech enabled retailer, and serves on the fund advisory board of Griffis Residential, a Denver based multi-family real estate management and investment firm. Mr. Letier also serves as Treasurer, board member, executive committee member, and Chairman of the audit and finance committees of the Dallas County Community College District Foundation. Mr. Letier is a Certified Public Accountant and has a B.B.A. with a concentration in accounting from the Southern Methodist University — Cox School of Business.

With over 25 years of prior leadership roles and service on other company boards and committees, Mr. Letier brings to the Board expertise relevant to Xerox, including his significant audit experience and investment and financial expertise serving as a private equity investment professional and chief financial officer.

9

Other Directorships (past 5 years): Element Solutions Inc. (since 2018).

Other Background: Ms. Maynard-Elliott was Executive Director, Mergers & Acquisitions, for Praxair, Inc., a worldwide industrial gases company, from July 2011 to May 2019, where among other things, she advised Praxair on its $90 billion merger in 2018 with the Linde Group. She was responsible for evaluating and negotiating global acquisitions, divestitures, joint ventures, and other business combinations. Ms. Maynard-Elliott joined Praxair in 2003. Prior to Praxair, Ms. Maynard-Elliott served as an associate at the law firms of Kelley Drye & Warren, Pryor Cashman, and Weil, Gotshal & Manges. Ms. Maynard-Elliott has served as an independent director of Element Solutions Inc., a $4.7 billion global specialty chemicals firm, since 2018 and has served as a member of its compensation and audit committees since 2019.

With over 25 years of extensive financial and legal experience in mergers and acquisitions, business development and strategic alliances, Ms. Maynard-Elliott has a proven track record of creating shareholder value and this makes her a valuable addition to the Board. In addition, over the course of her executive and legal careers, Ms. Maynard-Elliott has led the charge in influencing and developing diversity and inclusion cultures in traditionally white male-dominated environments.

Other Directorships (past 5 years): Conduent Incorporated (since February 2021); Bausch Health Companies Inc. (since March 2021).

Other Background: Mr. Miller has been a portfolio manager for Icahn Capital L.P., a subsidiary of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate, and home fashion, since October 2020. He is responsible for analysis and engagement in connection with investments by Icahn Capital in public securities. Prior to joining Icahn Capital, Mr. Miller was an analyst in the New York office of BlueMountain Capital Management, LLC from 2013 to 2019. From 2011 to 2013, he was an analyst in the New York office of Goldman, Sachs & Co. Mr. Miller has served as a director of: Conduent Incorporated, a provider of business process outsourcing services, since February 2021, where he serves on the Finance Committee (chair) and Audit Committee; and Bausch Health Companies since March 2021, where serves on the Finance and Transactions Committee and the Special Transactions Committee. Carl C. lcahn has a non-controlling interest in each of Conduent Incorporated and Bausch Health Companies Inc.

10

Mr. Miller brings to the Board his investment and financial expertise, experience with complex debt matters and experience serving as an investment professional.

Other Directorships (past 5 years): Roman DBDR Tech Acquisition Corp. (since December 2020); Herbalife Nutrition Ltd. (from 2014 to January 2021); Caesars Entertainment Corporation, a casino-entertainment company (from March 2019 to October 2020); Icahn Enterprises GP (from June 2001 to March 2019); New York REIT, Inc. (2015-2017).

Other Background: Mr. Nelson currently serves as the Chief Executive Officer of Global Net Lease, Inc. (GNL), a publicly-traded real estate investment trust, a position he has held since July of 2017, and, since March of 2017, as a director of GNL. He previously served as a member of GNL’s audit committee. He also currently serves as an independent director and chairman of the audit committee for Roman DBDR Tech Acquisition Corp., a special purpose acquisition company, or SPAC, formed for the purpose of effecting a business combination with one or more businesses with a focus on companies in the technology, media and telecom industries. Mr. Nelson previously served as a director of: Herbalife Nutrition Ltd. from 2014 to January 2021, where he was lead director from 2019 to 2021 and a member of the audit committee; Caesars Entertainment Corporation, a casino-entertainment company, from March 2019 to October 2020, where he was a member of the audit committee; Icahn Enterprises GP from June 2001 to March 2019, where he was a member of the audit committee; New York REIT, Inc. from November 2015 until June 2017; Viskase Companies, Inc. from April 2003 through April 2010; American Entertainment Properties Corp. from December 2003 until March 2013; Tropicana Entertainment Inc. from March 2010 until May 2014; Orbitex Financial Services Group from August 1995 until March 2001; Cequel Communications, an owner and operator of a large cable television system, from April 2008 to November 2012; Take Two Interactive Software, Inc. a publisher, developer, and maker of video games and video game peripherals, from April 2010 through November 2013; and Voltari Corporation (f.k.a. Motricity Inc.) from June 2011 to September 2015, where he was chairman of Voltari’s board of directors from January 2012 to September 2015. Carl C. Icahn had controlling interests in Herbalife Nutrition Ltd., Caesar’s Entertainment Corporation, and Tropicana Entertainment Inc. Mr. Nelson also previously served as chairman and chief executive officer of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management company, from 1986 until 2009; chairman and chief executive officer of Orbit Aviation, Inc., a company engaged in the acquisition and completion of Boeing Business Jets for private and corporate clients, from March 1998 through 2003; and chief executive officer and co-chairman of Orbitex Management, Inc., a financial services company in the mutual fund sector, from August 1995 until July 1999.

With over 25 years of prior leadership roles and service on other company boards and committees, Mr. Nelson brings to the Board expertise relevant to Xerox, including his significant audit experience and his investment and financial expertise from serving as a director and chief executive officer.

11

Other Directorships (past 5 years): Conduent Incorporated (since 2019); Herbalife Nutrition, Ltd. (since 2018); Occidental Petroleum (since 2020); ALJ Regional Holdings, Inc. (2015 to 2019).

Other Background: In 1988, Ms. Paláu-Hernández founded Hernández Ventures, where she currently serves as chief executive officer. Hernández Ventures is a privately held entity engaged in the acquisition and management of a variety of domestic and international business interests. Ms. Paláu-Hernández served as United States Representative to the United Nations General Assembly 73rd Session from 2018 to 2019 with the personal rank of Ambassador. Ms. Paláu-Hernández has served as a director of: Herbalife Nutrition, Ltd. since 2018, where she is member of the compensation, audit and environmental, social & governance committees; Conduent Incorporated, a provider of business process outsourcing services, since 2019, where she is chair of the corporate governance committee and a member of the compensation committee; and Occidental Petroleum since 2020, where she is a member of the executive compensation and environmental health & safety committees. From 2015 to 2019, she served as a director of ALJ Regional Holdings, Inc., a company focused on acquiring and operating customer service-based businesses, where she was a member of the compensation, nominating and corporate governance committees. Ms. Paláu-Hernández also currently serves on the following boards: Smithsonian National Latino Board since 2016; Yale School of Management Council of Global Advisors since 2016; Yale School of Management Board of Advisors, Ex-Officio, since 2016; and Ronald Reagan UCLA Medical Board of Advisors since 2020. Ms. Paláu-Hernández and is a trustee emeritus of UCLA School of Law Board of Advisors and University of San Diego Board of Trustees.

With over 30 years of experience, Ms. Paláu-Hernández brings to the Board expertise relevant to Xerox, including her significant entrepreneurial experience in setting up companies and her leadership, global business, and financial expertise from serving on the boards of other public companies.    

12

		Giovanni (“John”) Visentin Age: 58       Director since: 2018 Xerox securities owned: 419,125 shares of Common Stock Options/Rights: 134,657 stock options; 647,644 RSUs; 879,632 PSUs Occupation: Vice Chairman and Chief Executive Officer of Xerox Holdings Corporation Education: Bachelor of Commerce, Concordia University (Montreal, Canada) Board Committees: None — Chief Executive Officer Key Qualifications, Skills and Attributes: • Technology • Leadership • Global Business • Financial • Business Operations • Public Company Boards & Governance

Other Directorships (past 5 years): Presidio, Chairman of the Board of Directors (February 2015 to November 2017).

Other Background: Mr. Visentin joined Xerox as Vice Chairman and CEO in May 2018. Prior to joining Xerox, Mr. Visentin served as a senior advisor to the chairman of Exela Technologies from August 2017 to May 2018, an operating partner for Advent International from September 2017 to May 2018 and a consultant to Icahn Capital in connection with a proxy contest at Xerox from March 2018 to May 2018. From 2013 to 2017, he served as the executive chairman and chief executive officer of Novitex Enterprise Solutions and as an advisor with Apollo Global Management. Mr. Visentin was also a director and chairman of the board of Presidio, Inc. from 2015 to 2017. From 2011 to 2012, he served as executive vice president and general manager of Hewlett Packard Company’s enterprise services business. From 2007 to 2011, Mr. Visentin served as general manager of integrated technology services for IBM. Mr. Visentin graduated from Concordia University in Montreal, Canada, with a Bachelor of Commerce.

With his significant experience in leading and transforming multibillion-dollar business units in the IT services industry during his time at both Hewlett-Packard and IBM, Mr. Visentin brings to the Board expertise relevant to Xerox. Mr. Visentin also brings to the Board significant strategic planning, company transformation, and financial expertise gained through his experience serving as chairman and chief executive officer at other companies.

The Board unanimously recommends a vote

FOR

the election of each of the nine directors nominated by the Board.

13

2021 Nomination and Standstill Agreements

On January 26, 2021, the Company entered into a Nomination and Standstill Agreement with Carl C. Icahn and certain of his affiliates (collectively, the “Icahn Group” and such agreement, the “Icahn Nomination Agreement”) and a separate Nomination and Standstill Agreement with Darwin Deason (“Deason” and such agreement, the “Deason Nomination Agreement” and, together with the Icahn Nomination Agreement, the “Nomination Agreements”).

Consistent with the Director, Nomination and Settlement Agreement dated May 13, 2018 by and among Deason, the Icahn Group, Xerox Corporation and certain current and former directors and officers of Xerox Corporation (the “2018 Nomination Agreement”), under the Icahn Nomination Agreement, each of the current directors Keith Cozza and Nicholas Graziano is designated as an “Icahn Designee” on the Board and current director Jonathan Christodoro is designated as an “Independent Designee” on the Board. Also, consistent with the 2018 Nomination Agreement, under the Deason Nomination Agreement, current director Scott Letier is designated as the “Deason Designee” on the Board.

Under the Nomination Agreements, the Company agreed to include the two Icahn Designees, the Independent Designee and the Deason Designee on the Company’s slate of director nominees for election at the 2021 Annual Meeting, subject to the right of the Icahn Group or Deason, as applicable, to designate a replacement who is approved by the Company, with such approval not to be unreasonably withheld, and who otherwise satisfies the requirements of the applicable Nomination Agreement.

If any Icahn Designee, the Independent Designee or the Deason Designee resigns from the Board or is not serving on the Board following his or her election or appointment (for any reason other than as a result of not being nominated by the Company for election at an annual meeting of shareholders or not being elected by shareholders at any annual meeting), then the Icahn Group or Deason, as applicable, has the right to designate a replacement who is approved by the Company, with such approval not to be unreasonably withheld, and who otherwise satisfies the requirements of the applicable Nomination Agreement.

The Company is not required to include the Icahn Designees, the Independent Designee or the Deason Designee on any slate of directors other than at the 2021 Annual Meeting. However, for any annual meeting of shareholders subsequent to the 2021 Annual Meeting, the Company has agreed to notify the Icahn Group or Deason, as applicable, no less than forty-five days before the advance notice deadline set forth in the By-Laws whether any of the Icahn Designees, the Independent Designee or the Deason Designee will be nominated by the Company for election as a director at such annual meeting.

Under the Icahn Nomination Agreement, one Icahn Designee is required to resign from the Board if the Icahn Group does not have a net long position (as defined in the Icahn Nomination Agreement) in at least 19,838,590 shares of Common Stock, and both Icahn Designees are required to resign from the Board if the Icahn Group does not have a net long position in at least 9,919,295 shares of Common Stock, all subject to applicable anti-dilution adjustment. Under the Deason Nomination Agreement, the Deason Designee is required to resign from the Board if Deason does not have a net long position in at least 9,919,295 shares of Common Stock, all subject to applicable anti-dilution adjustment. Each of the Nomination Agreements includes certain specified limits on the size of the Board, subject to the terms of those respective agreements. Under the applicable Nomination Agreements, the Icahn Group, Deason and their respective controlled affiliates have agreed to certain standstill and voting commitments during the particular specified periods set forth in the respective Nomination Agreement.

The foregoing descriptions of the Nomination Agreements do not purport to be complete and are qualified in their entirety by reference to the complete text of such Nomination Agreements, which are filed as Exhibits 10.1 and 10.2 to the Company’s Current Report on Form 8-K dated January 26, 2021, respectively, and filed with the SEC.

14

CORPORATE SOCIAL RESPONSIBILITY

For generations, Xerox has stood for innovation, quality, and an excellent customer experience. Led by the core values our founder established a half century ago, we strive to conduct business ethically and in an environmentally and socially conscious manner. We are the company that revolutionized the office, created printing-on-demand, and repeatedly reinvented and transformed to keep pace with the demands of our customers and the market. We set goals, track our progress, communicate, and share best practices to improve the quality of work and life, keeping to the core value of corporate citizenship.

Today, we honor this heritage by turning investments in innovation into products and services that help our customers and clients be more productive, profitable, and sustainable. We are helping define the future of work and enabling printing beyond paper with new technologies designed to disrupt the market and change the way we think about workflows and information processes. This is our contribution to a more sustainable world.

Alignment with the United Nations Sustainable Development Goals (SDGs)

The 2030 Agenda of the United Nations for Sustainable Development provides a global blueprint for dignity, peace and prosperity for people and the planet, now and in the future. Achieving the SDGs requires immediate and accelerated actions by countries along with collaborative partnerships among governments and stakeholders at all levels.

Technology companies, like Xerox, are important stakeholders that can lead by example in their own operations and provide the solutions and countermeasures globally to achieve the goals.

Established over a half century ago by founder Joseph C. Wilson, our corporate values have stood the test of time and align with the SDGs. We will continue our efforts to bring our Operations and those of our customers closer to goal.

Since our work aligns with the United Nations Sustainable Development Goals (SDGs), we have included SDG icons beside section titles throughout this portion of the Proxy Statement to note the alignment.

Our Corporate Social Responsibility Goals

Below is a summary of some of our environmental and social goals and a status of our progress toward achieving those goals. More detailed information can be found in our 2020 Corporate Social Responsibility Report which is available on our website at xerox.com/en-us/about/corporate-social-responsibility, as well as in our Corporate Social Responsibility Progress Summary, also available from xerox.com. under “About Xerox – Corporate Information — Corporate Social Responsibility.” Information about Environment, Health, Safety, and Sustainability at Xerox, including details of our initiatives with respect to carbon footprint, paper, clean air & water, waste, chemical management, and health & safety, is available on our website at www.xerox.com/en-us/about/ehs. Information on the Xerox website is not incorporated by reference into this Proxy Statement.

15

Environmental Goals

Operations

Products

Labor: Balanced Workforce/Diversity

16

Paving the Path Forward in a COVID-19 World

Xerox has actively managed our response to the COVID-19 pandemic from early in 2020, continuing to evolve protocols and processes as needed. In February 2020, we activated our business continuity and pandemic preparedness plans, which contain some of the latest standards from industry best practices and the Company’s own experience. We set up a COVID-19 Response Team that includes senior leaders from across the enterprise as well as members from the Environmental, Health, Safety and Sustainability (EHS&S), Corporate Security, Human Resources and Communications teams. The COVID-19 Response Team acted swiftly to monitor and implement all COVID-19 guidance from the Centers for Disease Control and Prevention (CDC); the World Health Organization (WHO); and federal, state, local and international governments, as applicable. The efforts of the COVID-19 Response Team were critical since many of our employees and operations are considered “essential” with a large portion of employees continuing to work at our facilities or on site with those clients also considered essential. We learned lessons quickly and leveraged them to establish safety protocols and criteria to determine how and when we can safely resume more on-site operations at both Xerox and client facilities. As a result, we created an extensive set of health and safety protocols that Xerox facilities and operations across the world will implement.

These protocols, combined with the Company’s cautious, methodical, and phased approach, enabled us to safely return more than 50% of our active employees to their workplaces by July 2020. We plan to return additional employees to workplaces based on COVID-19 case trends, testing availability, hospital capacity, vaccination timelines and other relevant health factors that make returning safe.

Given our strong focus on innovation, we were able to quickly form a team of the Company’s top engineers, researchers, and scientists to creatively address the COVID-19 challenges. It was clear we all had a role to play and our finest problem-solvers were up for the task. Within weeks, Xerox was working to:

Clients from across the world also turned to Xerox for traditional and non-traditional support, and many of our team members worked around the clock to deliver it. Following are some examples of how Xerox helped clients respond to COVID-19:

17

Diversity, Inclusion and Belonging

Diversity, inclusion and belonging (DIB) is an essential part of Xerox’s culture. Our long history of promoting diversity in our ranks began over a half-century ago, with the leadership of one man: Joseph C. Wilson, the first CEO of modern-day Xerox. Thanks to his vision, diversity became a part of our value system.

First introduced at the White House by President Obama, the Wilson Rule, named after Joseph C. Wilson and the long-established norm of diversity in the Xerox workplace, marks enhanced efforts to increase the representation of minorities and women in management and senior-level professional positions. The Wilson Rule requires that women and minorities be among the final pool of qualified candidates for open management and senior-level professional positions in the U.S. Outside the U.S., women must be considered among the final pool of qualified candidates for the same management and senior-level professional positions.

Today, we have one of the most diverse workforces in the world. Through diversity of backgrounds and perspectives, we gain the benefit of different ways of looking at our business, leading to innovative breakthroughs for our customers and more engaging work for our people. Globally, we create policies that support our business goals and reflect the culture of the countries in which we do business. Xerox’s policy is not to discriminate on the basis of race, color, religious belief, sex, age, national origin, citizenship status, marital status, union status, sexual orientation, or gender identity.

And we continue to learn and adapt every day. We build and sustain a global workforce and supply base that reflect and connect with the people in the various communities we serve. In today’s changing, connected world, our shared commitments to respect each other and listen to each other remain critical to our success.

We recognize that DIB gains will not be sustained unless our workplace promotes and encourages new ways of problem-solving and diversity of thought. To that end, we promote understanding and inclusion through a comprehensive set of DIB initiatives and strategies:

18

More information about our global DIB initiatives and strategies is available on our website at www.xerox.com/en-us/jobs/diversity. Information on the Xerox website is not incorporated by reference into this Proxy Statement.

Environmental Social Governance (ESG)

At our core is a deep and long-lasting commitment to ESG, a pledge to inspire and support our people, conduct business ethically across the value chain and preserve our planet. This commitment stems from our corporate values established over sixty years ago which include: succeeding through satisfied customers; delivering quality and excellence in all we do; requiring a premium return on assets; using technology to develop market leaders; valuing and empowering our employees; and behaving responsibly as a corporate citizen.

We continue this legacy by turning investments in innovation into products and services that help our customers be more productive, profitable, and sustainable. By making smart investments in technologies that afford our customers added agility, personalization, automation, and better workflow as part of our customer-centric approach, we reinforce our corporate social responsibility efforts. We do this by driving efficiency in our own operations, as well as in workplaces, communities, and cities around the world. We recognize the world’s challenges such as climate change and human rights and understand the role we play.

We are focused on how we can simplify work, deliver more personalized experiences, and improve productivity through new technologies. We strive to connect the physical and digital worlds without adversely affecting the environment, human health, or safety.

Our pledge to inspire and support our people, conduct business ethically and protect our planet remains at the core of everything we do. At Xerox, we believe in continuously improving, and we apply this mentality to ensuring we are always finding ways to improve the sustainability of our operations.

The Xerox 2020 Corporate Social Responsibility (CSR) Report (available on our website at xerox.com/en-us/about/corporate-social-responsibility) describes our management approach related to ESG. The content of our website is not incorporated by reference into this Proxy Statement. Xerox’s CSR report highlights include:

Environment

Pioneering a Circular Economy

We aim to design products, packaging and supplies that efficiently use resources, minimize waste, reuse material where feasible and recycle what cannot be reused. To meet this commitment, we developed several collection and waste reduction programs, and we design technology to align with the circular economy’s key elements.

Starting more than 20 years ago with the 5090-product family, Xerox has kept toner cartridges out of landfills thanks to our remanufacturing process, which recovers toner cartridges and waste toner for reuse.

19

Remanufactured consumables, containing an average of 90% reused/recycled parts, are built and tested to the same performance specifications as new products. If items are not suitable for remanufacturing, they are recycled or recovered through energy from waste.

Equipment Takeback and Recycling

Xerox is committed to collecting and reusing equipment after the end of its useful life. In geographies where we exercise direct control over the end-of-life management of equipment, return rates are high. In 2019, 6,900 metric tons of equipment and parts-related waste were diverted from landfills to recycling at our U.S. Reverse Logistics Center. Globally, that volume rises to 16,000 metric tons. We also participate in several European Union member states’ Waste Electrical and Electronic Equipment (WEEE) programs, however, the equipment collected and recycled through these programs is not included in our recycling data.

Responsible Operations

To meet the Company’s commitment for reducing energy use and protecting the climate, the long-term strategy is to continue to invest in technologies that reduce the carbon footprint of our operations and develop technologies that help clients reduce the energy and environmental impact of their businesses. We will continue to pursue energy reduction through the following means that have been proven drivers in our past reduction efforts:

Beyond energy reduction, we will further reduce our Greenhouse gas (GHG) emissions by employing low- and no-carbon alternatives, such as alternative fuels for many of our service and sales fleet vehicles and renewable energy for Xerox operations.

Our aim is to achieve carbon neutrality no later than 2040, and we are well on our way. Since establishing our first targets in 2003, we have achieved significant reduction in our energy consumption and GHG emissions. Between our first baseline year of 2002 and 2016, we reduced our annual emissions rate by 304,000 tons, totaling 2.2 million avoided tons of carbon dioxide equivalents (CO2e). In 2016, we created a goal to reduce Scope 1 and Scope 2 GHG emissions by an additional 25% by 2025, which we achieved by year-end 2019. We are now focused on reducing our Scope 1 and 2 GHG emissions by at least 60% (against the Company’s 2016 baseline) by 2030, in line with the ambitious 1.5°C science-based global warming target. This means we will have reduced emissions by 85% as compared to emissions in the company’s original 2002 baseline year. We intend to have this science-based target validated by a third-party in 2021.

Other environmental achievements include:

Social

20

Governance

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

Xerox is committed to the highest standards of business integrity and corporate governance. All of our directors, executives and employees must act ethically. In addition, our directors must act in accordance with our Code of Business Conduct and Ethics for Members of the Board; our principal executive officer, principal financial officer and principal accounting officer, among others, must act in accordance with our Finance Code of Conduct; and all of our executives and employees must act in accordance with our Code of Business Conduct. Each of these codes of conduct can be accessed through our website at xerox.com/governance (under Board Conduct and Ethics), xerox.com/en-us/about/corporate-social-responsibility/finance-code-of-conduct, and xerox.com/governance (under Code of Business Conduct), respectively. Our Corporate Governance Guidelines and the charters of our Audit, Compensation, Corporate Governance and Finance Committees can be accessed through our website at xerox.com/governance. They are also available to any shareholder who requests them in writing addressed to Xerox Holdings Corporation, 201 Merritt 7, Norwalk, CT 06851-1056, Attention: Corporate Secretary. We will disclose any future amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics for members of the Board and our Code of Business Conduct and our Finance Code of Conduct for our officers on our website as promptly as practicable, as may be required under applicable U.S. Securities and Exchange Commission (SEC) and NYSE rules. The Corporate Governance Committee of the Board periodically reviews and reassesses the adequacy of our overall corporate governance, Corporate Governance Guidelines, and committee charters.

Director Nomination Process

The Corporate Governance Committee considers candidates for Board membership recommended by Board members, management, shareholders, and others (see below). The Corporate Governance Guidelines require that a substantial majority of the Board consist of independent directors and that management representation on the Board should be limited to Company senior management. There are no specific minimum qualifications that the Corporate Governance Committee believes must be met by prospective candidates; however, the Corporate Governance Committee applies the criteria set forth in our Corporate Governance Guidelines. These criteria include, among other things, the candidate’s broad perspective, integrity, independence of judgment, experience, expertise, diversity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time and effort to Board responsibilities. The Corporate Governance Committee does not assign specific weight to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.

Pursuant to the Icahn Nomination Agreement as discussed above, current directors Keith Cozza, who is Chairman of our Board, and Nicholas Graziano are the Icahn Designees and Jonathan Christodoro is the Independent Designee, with the Icahn Group having the right to replace any of its director designees during the period covered by the Icahn Nomination Agreement with individuals selected by the Icahn Group and who are subject to Company approval. The Icahn Group has chosen to replace Mr. Graziano with Steven D. Miller as one of the Icahn Designees and to replace Mr. Christodoro with James L. Nelson as the Independent Designee on the slate of director nominees for election at the 2021 Annual Meeting. The Board has approved these replacements. In addition, the Company is increasing the size of the Board from seven directors to nine directors effective at the Annual Meeting. Nichelle Maynard-Elliott and Margarita Paláu-Hernández were recommended by a non-management director and, with the recommendation of the Corporate Governance

21

Committee, have been included in the slate of director nominees recommended by the Board for election as a director at this Annual Meeting.

Board Diversity

Our Corporate Governance Guidelines dictate that diversity should be considered by the Corporate Governance Committee in the director identification and nomination process. Although the Board does not establish specific goals with respect to diversity, the Board’s overall diversity is a significant consideration in the director nomination process. This means that the Corporate Governance Committee seeks nominees who bring a variety of business backgrounds, experiences, and perspectives to the Board. In February 2020, the Board amended our Corporate Governance Guidelines to require that the initial list of candidates from which new, management-supported director nominees are chosen by the Corporate Governance Committee should include, but not necessarily be limited to, qualified women and minority candidates. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a broad diversity of experience, professions, skills, geographic representations, knowledge, and abilities that will allow the Board to fulfill its responsibilities.

Shareholders who wish to recommend individuals for consideration by the Corporate Governance Committee may do so by submitting a written recommendation to the Secretary of the Company at Xerox Holdings Corporation, 201 Merritt 7, Norwalk, CT 06851-1056. Submissions must include sufficient biographical information concerning the recommended individual, including age, employment, and current board memberships (if any), for the Corporate Governance Committee to consider. The submission must be accompanied by the written consent of the nominee to stand for election if nominated by the Board and to serve if elected by the shareholders. Recommendations received no earlier than November 8, 2021 and no later than December 8, 2021 will be considered for nomination at the 2022 Annual Meeting of Shareholders

Shareholder Proxy Access

In March 2020, the Board adopted Amended and Restated By-Laws of the Company (By-Laws), which added Section 13 to Article I of the By-Laws, to permit a shareholder, or a group of up to twenty (20) shareholders, owning three percent (3%) or more of the Company’s outstanding Common Stock continuously for at least three (3) years, to nominate and include in the Company’s proxy materials director candidates constituting up to the greater of two (2) directors or twenty percent (20%) of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the By-Laws. The By-Laws are available on our website at: xerox.com/governance (under By-Laws).

Board Leadership Structure

The Board’s goal is to achieve the best board leadership structure for effective oversight and management of the Company’s affairs. The Board believes that there is no single, generally accepted approach to providing board leadership, and that each possible leadership structure must be considered in the context of the individuals involved and the specific circumstances facing a company. Accordingly, what the Board believes is the right board leadership structure may vary as circumstances warrant.

The Company’s governance documents provide the Board with flexibility to select the appropriate leadership structure for the Company. Our policies do not preclude the Chief Executive Officer (CEO) from also serving as Chairman of the Board. This flexibility has allowed the Board to utilize its experience and knowledge to appoint the most qualified director as Chairman of the Board, while maintaining the ability to separate the Chairman of the Board and CEO roles when desirable.

During the Board’s evaluation of its leadership structure, the Board took into account many factors, including the specific needs of the Board and the business, our Corporate Governance Guidelines, and the best interests of our shareholders. Upon recommendation of the Corporate Governance Committee, the non-employee directors of the Board concluded that the current leadership structure continues to be the right leadership structure for the Company at this time and that it is in the best interests of the shareholders to maintain the separate Chairman and CEO role currently in place. This structure allows our CEO, who also serves as our Vice Chairman, to focus on the operations of our business while the independent Chairman focuses on leading the Board in its responsibilities. The Board deems this overall board governance structure appropriate as it benefits from the CEO’s knowledge of the Company operations and substantial board experience, while maintaining Board independence in the Chairman role. Our independent Chairman leads the Board in its

22

responsibilities by performing the following duties: presiding at executive sessions of the independent directors; calling special meetings of the independent directors, as needed; addressing individual Board member performance matters, as needed; and serving as liaison on Board-wide issues between the independent directors and the CEO.

Under our Corporate Governance Guidelines, each regularly scheduled Board meeting must include an executive session of all directors and the CEO and a separate executive session attended only by the independent directors.

Our Board is currently 86 percent comprised of directors who qualify as independent directors, and if the nine director nominees are all elected at the Annual Meeting, our Board will be 89 percent comprised of directors who qualify as independent directors. We have an independent Chairman and each of our standing Board committees is comprised solely of independent directors, including our Corporate Governance Committee, which establishes our corporate governance policy and monitors the effectiveness of this policy at the Board level.

Risk Oversight

Our Board has ultimate oversight responsibility for our Enterprise Risk Management (ERM) process. The Board oversees our ERM process through the Audit Committee of the Board, which previews the ERM assessment and process for subsequent review by the Board. Our ERM process is designed to strengthen our risk-management capability and to assess, monitor, and manage all categories of business risk, including strategic, operational, compliance and financial reporting. The Company’s Chief Financial Officer is responsible for the Company’s ERM function through the Enterprise Risk Steering Committee, which includes the majority of the direct reports to the CEO, as well as our Chief Information Officer, our Controller, and our Chief Audit Executive. The Enterprise Risk Steering Committee inspects risk mitigation plans and progress, identifies and addresses emerging risks, and shares mitigation best practices across the Company. Additionally, to ensure that ERM is integrated with our business management, the Company’s Management Committee, the Business Ethics and Compliance Office, and various internal control committees monitor risk exposure and the effectiveness of how we manage these risks.

While the Board has ultimate oversight responsibility for the risk management process, various committees of the Board have been delegated responsibility for certain aspects of risk management. In addition to its responsibility to oversee the overall ERM process, the Audit Committee focuses on financial risk, including risks associated with internal control, audit, financial reporting, and disclosure matters, and also on our Ethics, Litigation, Information and Cyber Security risk mitigation plans and progress. In addition, the Compensation Committee seeks to incent executive employees in a manner that discourages unnecessary or inappropriate risk-taking, while encouraging a level of risk-taking behavior consistent with the Company’s business strategy. In parallel, the Board’s Finance Committee oversees aspects of our Global Economy risk, and on an as needed basis, special sub-Committees are established to focus on specific business risks.

We believe that our leadership structure supports the risk oversight function of the Board. Our CEO serves on the Board and is able to promote open communication between management and directors relating to risk. Additionally, each Board committee is comprised solely of independent directors, and all directors are actively involved in the risk oversight function.

Director Independence

A director is not considered independent unless the Board determines that he or she has no material relationship with the Company. The Board has adopted categorical standards to assist in both its determination and the Corporate Governance Committee’s recommendation as to each director’s independence. Under these categorical standards, a director will be presumed not to have a material relationship with the Company if:

23

Our Board has determined that all of the nominees for election as directors are independent under the NYSE corporate governance rules and our Corporate Governance Guidelines, with the exception of John Visentin, our Chief Executive Officer.

In addition, the Corporate Governance Committee reviews relationships involving members of the Board, their immediate family members and affiliates, and transactions in which members of the Board, their immediate family members and their affiliates have a direct or indirect interest in which the Company is a participant, to determine whether such relationship or transaction is material and could impair a director’s independence. In making independence determinations, the Board considers all relevant facts and circumstances from the point of view of both the director and the persons or organizations with which the director has relationships, including with respect to those directors covered by the 2021 Nomination Agreements discussed above. See Certain Relationships and Related Person Transactions.

Based on the results of the aforementioned review, 89% of our nominees for election as directors are deemed to be independent.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Related Person Transactions Policy

The Board has adopted a policy addressing the Company’s procedures with respect to the review, approval and ratification of “related person transactions” that are required to be disclosed pursuant to Item 404(a) of Regulation S-K of the U.S. Securities Act of 1933, as amended (Regulation S-K). The policy provides that any transaction, arrangement or relationship, or series of similar transactions, in which the Company will participate or has participated and a “related person” (as defined in Item 404(a) of Regulation S-K) has or will have a direct or indirect material interest, and which exceeds $120,000 in the aggregate, is subject to review (each such transaction, a Related Person Transaction). In its review of Related Person Transactions, the Corporate Governance Committee reviews the material facts and circumstances of the transaction and takes into account certain factors, where appropriate, based on the particular facts and circumstances, including: (i) the nature of the “related person’s” interest in the transaction; (ii) the significance of the transaction to the Company and to the “related person”; and (iii) whether the transaction is likely to impair the judgment of the “related person” to act in the best interest of the Company.

No member of the Corporate Governance Committee may participate in the review, approval, or ratification of a transaction with respect to which he or she is a “related person.”

Certain Employment Arrangements

We actively recruit qualified candidates for our employment needs. Relatives of our executive officers and other employees are eligible for hire. In 2020, we had one non-executive employee who is a family member of a current executive officer, is employed by Xerox and received more than $120,000 in annual compensation (salary, incentive cash awards, equity awards and commissions). This is a routine employment arrangement entered into in the ordinary course of business with compensation commensurate with that of the employee’s peers, and the terms of employment are consistent with the Company’s human resources policies. For 2020, the compensation of Kimberly Finley, spouse of Joseph H. Mancini, Jr., our Chief Accounting Officer, was $515,088. Ms. Finley is Director, Tax Accounting at Xerox and has been with Xerox for nearly 30 years.

BOARD OF DIRECTORS AND BOARD COMMITTEES

Committee Functions, Membership and Meetings

Our Board has four standing committees: Audit, Compensation, Corporate Governance and Finance. Set forth below is a list of the committees of our Board, a summary of the responsibilities of each committee, the number

24

of committee meetings held during 2020 for each committee and a list of the members of each committee. From time to time or as necessary, the Board also forms special committees to provide oversight and/or review of specific matters.

Audit Committee (10 meetings)

A copy of the charter of the Audit Committee is posted on the Company’s website at xerox.com/governance.

The responsibilities of the Audit Committee include:

The Audit Committee is also responsible for the preparation of the Audit Committee Report that is included below in this Proxy Statement beginning on page 92.

Members: Jonathan Christodoro, Joseph J. Echevarria, and Nicholas Graziano.

Chairman: Mr. Echevarria

The Board has determined that all of the members of the Audit Committee are (1) independent under the Company’s Corporate Governance Guidelines and under the applicable SEC and NYSE corporate governance rules and (2) “audit committee financial experts,” as defined in the applicable SEC rules, and (3) financially literate. Designation or identification of a person as an audit committee financial expert does not impose any duties, obligations or liabilities that are greater than the duties, obligations and liabilities imposed on such person as a member of the Audit Committee and the Board in the absence of such designation or identification.

Compensation Committee (7 meetings)

A copy of the charter of the Compensation Committee is posted on the Company’s website at xerox.com/governance.

The responsibilities of the Compensation Committee include:

25

The Compensation Committee is also responsible for reviewing and discussing the Compensation Discussion and Analysis (CD&A) with management, and has recommended to the Board that the CD&A be included in the Company’s Proxy Statement (beginning on page 33) and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The CD&A discusses the material aspects of the Company’s compensation objectives, policies, and practices. The Compensation Committee’s report appears on page 64 of this Proxy Statement.

The Compensation Committee has not delegated its authority for compensation for executive officers. The Compensation Committee has, however, delegated to the CEO authority under the Company’s equity plan to grant equity awards to employees who are not executive officers or officers directly reporting to the CEO. The CEO is also responsible for setting the compensation of, reviewing performance goals and objectives for, and evaluating officers who are not executive officers.

Executive officer compensation decisions are made by the Compensation Committee after discussing recommendations with the CEO and the Chief Human Resources Officer. The Chief Financial Officer confirms the Company’s financial results used by the Compensation Committee to make compensation decisions. The Chief Financial Officer attends Compensation Committee meetings to discuss financial targets and results for the Annual Performance Incentive Plan and the Executive Long-Term Incentive Program as described in the CD&A. The Compensation Committee meets in executive session to review and approve compensation actions for the CEO.

The Compensation Committee has retained Frederic W. Cook & Co., Inc. (FW Cook) as an independent consultant to the Compensation Committee. FW Cook provides no services to management and provides an annual letter to the Compensation Committee regarding its independence, which the Compensation Committee reviews and determines whether there is any conflict of interest. Based on its review for 2020, the Compensation Committee determined that FW Cook’s work has not raised any conflict of interest and that such firm is independent. The consultant’s responsibilities are discussed beginning on page 50 of this Proxy Statement.

Members: Jonathan Christodoro, Cheryl Gordon Krongard, and Scott Letier.

Chair: Ms. Krongard

The Board has determined that all of the members of the Compensation Committee are independent under the Company’s Corporate Governance Guidelines and NYSE corporate governance rules. In addition, each Committee member is a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (Exchange Act).

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was or is an officer or employee of the Company or any of its subsidiaries. In addition, during the last fiscal year, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Board or Compensation Committee.

Corporate Governance Committee (3 meetings)

A copy of the charter of the Corporate Governance Committee is posted on the Company’s website at xerox.com/governance.

The responsibilities of the Corporate Governance Committee include:

26

The Corporate Governance Committee recommends to the Board nominees for election as directors of the Company and considers the performance of incumbent directors in determining whether to recommend their nomination.

Members: Keith Cozza, Cheryl Gordon Krongard, and Scott Letier.

Chairman: Mr. Cozza

The Board has determined that all of the members of the Corporate Governance Committee are independent under the Company’s Corporate Governance Guidelines and the NYSE corporate governance rules.

Finance Committee (3 meetings)

A copy of the charter of the Finance Committee is posted on the Company’s website at xerox.com/governance.

The responsibilities of the Finance Committee include:

Members: Jonathan Christodoro, Joseph J. Echevarria, and Nicholas Graziano.

Chairman: Mr. Graziano

The Board has determined that all of the members of the Finance Committee are independent under the Company’s Corporate Governance Guidelines and the NYSE corporate governance rules.

Attendance of Directors

Attendance: 20 meetings of the Board and 23 meetings of the Board committees were held in 2020. All directors attended at least 75 percent of the total number of meetings of the Board, and Board committees on which they served, during the period in which they served as a Xerox director, unless they had been recused from the meeting. To encourage transparency and free exchange of information, all directors generally attended all of the Board committee meetings, regardless of whether they were a member of the committee that was meeting. The Company’s policy generally is for all members of the Board to attend the Annual Meeting of Shareholders. All directors attended the 2020 Annual Meeting of Shareholders, which was held virtually. We believe that attendance at meetings is only one means by which directors may contribute to the effective management of the Company and that the contributions of all directors have been substantial and are highly valued.

SUMMARY OF ANNUAL DIRECTOR COMPENSATION

2020 Compensation of Directors

Compensation for our directors is determined by the Corporate Governance Committee and approved by the full Board. Directors who are our employees receive no additional compensation for serving as a director. Accordingly, Mr. Visentin did not receive any additional compensation for his service on the Board during 2020.

During 2020, the annual cash retainer for directors was $85,000 (for the fiscal year January 1 to December 31); the value of the annual equity retainer for directors was $200,000 (for the period from one annual meeting to the next annual meeting); the chair of the Audit Committee received an additional $30,000; Audit Committee members each received an additional $15,000; the chair of the Compensation Committee received an additional $25,000; Compensation Committee members each received an additional $12,500; the chair of the Corporate Governance Committee received an additional $20,000; the chair of the Finance Committee received an additional $15,000; and the Corporate Governance and Finance Committee members each received an additional $10,000. The additional fee for the independent (non-executive) Chairman of the Board was $100,000 per year. In addition, there is an annual total compensation cap of $750,000 for each

27

non-employee director. Because we have an independent Chairman of the Board, we do not have a Lead Independent Director. Although the 2019 Amendment and Restatement of the Equity Compensation Plan for Non-Employee Directors (“2004 Directors Plan”) would permit it, the Board has determined that directors currently do not have an option to receive additional equity in lieu of cash fees. Directors also receive reimbursement for out-of-pocket expenses incurred in connection with their service on the Board.

Directors currently receive their annual equity retainer in the form of RSUs, unless they elect to receive DSUs (new DSUs) (described below) instead of RSUs, with such election to be made prior to the year in which the new DSUs are earned. RSUs generally vest one year following the date of grant and are paid out in shares of our common stock within 30 days of the vesting date. New DSUs generally vest one year following the date of grant but are not paid out until 30 days following a director’s termination of Board service.

All non-employee directors are expected to establish a meaningful equity ownership interest in the Company, which is currently equal in value to five times the annual Board cash retainer. This requirement shall be achieved within five years of the initial date of election as director and may be achieved by a director holding RSUs, DSUs (including old DSUs as described below) or a combination of both.

Prior to 2019, the director’s annual equity retainer was paid by Xerox Corporation in DSUs (old DSUs). By serving on the Board for a period of approximately one and a half years, a director would hold old DSUs equivalent in value (as of date of grant) to at least three times a director’s current annual cash retainer. The longer a director served on the Board and was paid an equity retainer in the form of old DSUs, the larger his or her equity ownership interest in the Company would become because, by their terms, all old DSUs are required to be held by directors until the earlier of one year after the termination date of Board service or the date of death. If there is a change in control of the Company, the terms of the 2004 Directors Plan provide that DSUs (old and new) be paid out in cash as soon as practicable.

Each director is prohibited from engaging in short-swing trading and trading in puts and calls with respect to Xerox stock and is prohibited from using any strategies or products to hedge against potential changes in the value of Xerox stock (collectively, hedging). “Short sales” are also prohibited. Under the Company’s insider trading policy, directors are permitted to buy or sell Xerox securities only during a “window period,” which is the period commencing on the day that is one full trading day following announcement of quarterly earnings and ending on (and including) the fifteenth day of the last month of the quarter during which the earnings announcement is made. The only exception to this restriction is for directors who have entered into trading plans pursuant to SEC Rule 10b5-1. In addition, under the Company’s insider trading policy, directors are prohibited from pledging Xerox stock, including depositing Xerox securities in margin accounts at brokerage firms, or using Xerox stock as collateral.

DSUs are a bookkeeping entry that represent the right to receive one share of common stock at a future date. Vested DSUs include the right to receive dividend equivalents, which are credited in the form of additional DSUs, at the same time and in approximately the same amounts that the holder of an equivalent number of shares of common stock would be entitled to receive in dividends. Vested RSUs (which are issued in the form of common stock following vesting) receive regular cash dividends at the same time and in the same amount as other shareholders. Dividend equivalents are not credited with respect to DSUs or RSUs that have not vested; however, when DSUs or RSUs initially vest, they are credited with dividend equivalents equal to the dividends that would have been paid during the vesting period. DSU dividend equivalents are paid in the form of additional DSUs, and RSU dividend equivalents are paid in the form of cash. The DSUs and RSUs are issued under the 2004 Directors Plan, which was approved by Xerox Corporation shareholders at the 2004 Annual Meeting of Shareholders, amended and restated, with shareholder approval, in 2013, and adopted in 2019 by Xerox Holdings Corporation upon consummation of the merger of Xerox Corporation into a subsidiary of Xerox (Reorganization). Awards that were outstanding prior to the Reorganization are to be paid in shares of Xerox common stock.

28

Individually, the compensation for each non-employee director during fiscal year 2020 was as follows:

Effective January 1, 2019, we changed from awarding DSUs quarterly in advance to awarding DSUs and/or RSUs annually on the date of the annual meeting of shareholders. The DSUs and/or RSUs awarded annually are for the period from annual meeting to annual meeting, rather than the fiscal year in which they were awarded, and do not vest unless the director completes the year of service from one annual meeting to the next annual meeting. For 2020, all Directors elected to receive DSUs instead of RSUs for the equity portion of their compensation.

The total number and value of all DSUs (vested and unvested and including DSU dividend equivalents) as of the end of 2020 (based on the December 31, 2020 closing market price of our common stock of $23.19) held by each director is as follows: Mr. Christodoro, 36,378 ($843,606); Mr. Cozza, 19,865 ($460,669); Mr. Echevarria, 35,599 ($825,541); Mr. Graziano, 26,472 ($613,886); Ms. Krongard, 35,599 ($825,541); and Mr. Letier, 26,472 ($613,886).

For information on compensation for Mr. Visentin, a director and the Vice Chairman and Chief Executive Officer of Xerox, see the Summary Compensation Table beginning on page 65.

Looking Ahead: 2021 Compensation of Directors

For 2021, the annual equity retainer for directors will remain at $200,000. However, if the amended and restated Equity Compensation Plan for Non-Employee Directors is approved by shareholders at the Annual Meeting (see “Proposal 4 — Proposal to Approve the Company’s Amended and Restated Equity Compensation Plan for Non-Employee Directors”), beginning on the date of the Annual Meeting and until otherwise changed by the Board, the annual cash fee of $85,000, the cash fee for serving as independent (non-executive) Chairman of the Board and the various committee cash fees will no longer be paid in cash but will instead be paid in the form of additional RSUs or additional new DSUs, as elected by the individual directors, and will be for service from annual meeting to annual meeting instead of on a calendar year basis. Directors will continue to receive cash reimbursement for out-of-pocket expenses incurred in connection with their service on the Board.

29

SECURITIES OWNERSHIP

Ownership of Company Securities

We are not aware of any person who, or group that, owns beneficially more than 5% of any class of the Company’s voting securities as of February 28, 2021, except as otherwise set forth below.⁽¹⁾

30

Icahn Master has sole voting power and sole dispositive power with regard to 12,534,516 shares of Common Stock. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares. Icahn Partners has sole voting power and sole dispositive power with regard to 17,638,519 shares of Common Stock. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares.

Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, may be deemed to indirectly beneficially own the shares of Common Stock that Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, may be deemed to indirectly beneficially own the shares of Common Stock that Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares for all other purposes.

31

Shares of Common Stock of the Company owned beneficially by the directors and nominees for director, each of the executive officers named in the Summary Compensation Table and all directors and current executive officers as a group, as of February 28, 2021, were as follows.

Percent Owned by Directors and Executive Officers: Each director and executive officer beneficially owns less than 1% of the aggregate number of shares of Common Stock outstanding at February 28, 2021. The amount beneficially owned by all directors and executive officers as a group also amounted to less than 1%.

Amount Beneficially Owned: The numbers shown are the shares of Common Stock considered beneficially owned by the directors and executive officers identified as “Named Executive Officers” in accordance with SEC rules. Shares of Common Stock which directors and executive officers had a right, within 60 days of February 28, 2021, to acquire upon the exercise of options or rights or upon vesting of performance share units, deferred stock units or restricted stock units are included on a gross basis. Shares held in a grantor retained annuity trust or by family members and vested shares, the receipt of which have been deferred under one or more equity compensation programs, are also included. All of these are counted as outstanding for purposes of computing the percentage of Common Stock outstanding and beneficially owned by such person (but are not deemed to be outstanding for computing the percentage ownership of any other person shown in the table).

Total Stock Interest: The numbers shown include the amount shown in the Amount Beneficially Owned column, plus stock options, performance shares, restricted stock units and deferred stock units, as applicable, held by directors and executive officers that are not exercisable within 60 days of February 28, 2021.

Address: Unless otherwise noted, the address of each person named in the table is c/o Xerox Holdings Corporation, 201 Merritt 7, Norwalk, CT 06851.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and 10% or greater shareholders to file with the SEC reports of ownership and changes in ownership of Common Stock of the Company. Based solely on our review of those reports and written representations that no other reports were required to be filed, the Company believes that all Section 16 reports for its directors and executive officers were timely filed during 2020.

32

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

LETTER FROM THE COMMITTEE CHAIR    

Dear Fellow Shareholders,

On behalf of the entire Compensation Committee of the Board of Directors, I want to thank you for your support of Xerox.

The COVID-19 pandemic brought about unprecedented and unanticipated changes at all levels of society, worldwide. How we live and work are still taking shape. Just before the pandemic took hold in early 2020, our, at the time, new leadership team was approximately one year into a three-year strategic plan. In 2019, the first year of that plan, we overachieved almost all of our financial targets and our stock price improved 87% from the end of 2018.

Our operations were heavily affected in 2020 by various external factors related to protecting public health. Countries, states, cities, and companies imposed a wide range of restrictions on residents, employees, and customers’ physical movement to limit the spread of COVID-19. Travel limitations, quarantines, shelter-in-place orders, and shutdowns are examples of measures taken. Such a decrease in mobility and the shift to remote working put pressure on demand for our services. Moreover, these restrictions limited our ability, as well as that of our channel partners, to sell, install and service our equipment for our customers.

While our operations were disrupted by the pandemic, the progress made within the first year of our strategic plan positioned us to be both prepared and resilient in the face of the COVID-19 pandemic. In each quarter of 2020, we generated positive operating cash flow from continuing operations. This was in part due to the speed with which we were able to react and adapt. Project Own It contributed to this ability by creating a more efficient cost structure and disciplined expense management, allowing us to identify and quickly implement temporary cost-saving measures.

During 2020, we:

While we were focused on managing the business, we were also dedicated to reducing the impact of the pandemic on the lives of our employees, customers, and the general public. We are incredibly proud of our employees’ accomplishments and tireless commitment to support our clients on the frontlines, including healthcare providers, government agencies, and essential retail stores. At the onset of the pandemic, we quickly mobilized to identify opportunities to support the response to this global health crisis directly, including standing up manufacturing of low-cost ventilators, hospital-grade sanitizer, and face shields. We also supported clients who provide essential services by developing technology solutions for contact tracing and safer return-to-work protocols.

In addition to the pandemic, societies around the world had to deal with various forms of social injustice in 2020. At Xerox, fair treatment has been a long-standing part of our culture. We are using this moment in time to implement and promote structures that support our natural way of thinking. As part of our commitment to drive a more diverse and inclusive community and reinforce a culture of belonging, we reaffirmed our commitment to Diversity, Inclusion and Belonging (DIB) by developing a new roadmap to identify areas where we can have a bigger impact on employees and society. To support this, our roadmap focuses on building a diverse pipeline and accelerating the careers of underrepresented talent, partnering with external organizations to ensure that our incoming talent reflects the markets and communities we serve, extending our reach into the communities we serve, and holding ourselves accountable. To further demonstrate our commitment, we are nominating two new highly qualified diverse female candidates for election to our Board of Directors.

33

In response to racial injustice, we hosted 15 company-wide “All of Us Together” listening sessions to better understand the inequality our fellow Xerox colleagues have experienced over the years and identify recommended actions to drive change within Xerox and our communities.

We understand the importance of reaching beyond our own walls to the communities where our offices are located, and our people live. We strive to take a leadership role in local and global communities. During 2020, we continued to strengthen our shareholder outreach program, inviting conversation on topics ranging from pandemic support and employee retention to diversity, sustainability, and corporate social responsibility. We listened and responded by adding an environmental, social and governance (ESG) component to our 2021 executive compensation program.

We recognize how challenging 2020 was for our employees, who supported our clients, partners and each other while staying safe. As a result, we developed a one-time special incentive program for nearly all 24,500 employees to acknowledge their contributions and to motivate and retain key talent needed to return Xerox to growth. The Compensation Committee remains strongly committed to providing competitive compensation opportunities while linking pay to performance, providing accountability and listening to our shareholders. We believe that our executive compensation program promotes consistent leadership, sound decision-making, and results that are aligned with shareholders’ interests — without taking inappropriate or unnecessary risks.

Our “say-on-pay” proposal is found on page 94 of this Proxy Statement, and the Board recommends that you vote ‘FOR’ this proposal. We also invite you to consider the additional information about our compensation philosophy and decisions found in the Compensation Discussion and Analysis (“CD&A”) on the following pages.

We are confident that our executive compensation programs support our strategy, secure our talent, and drive shareholder value creation. We value the opinions of our shareholders, and the Compensation Committee will take into account the outcome of this vote when making future compensation decisions.

Sincerely,

Cheryl Gordon Krongard

Chair, Compensation Committee

34

EXECUTIVE SUMMARY

Events in 2020 were both unexpected and challenging. The pandemic significantly impacted how our customers use our products and services, how they interact with us, and how our employees work and provide services to our customers. With annual revenues of approximately $7.0 billion, we remain a leading global provider of digital print technology and related services, software, and solutions.

Looking ahead, our market and business strategy is to maintain overall market share leadership in our core market and increase our participation in the growth areas, while expanding into adjacent markets and leveraging our innovation capabilities to enter new markets. In order to drive change and deliver growth, our four strategic initiatives remain at the center of what we do to deliver results to all stakeholders. Summarized below are Xerox’s 2021 initiatives:

2020 Business and Management Review

Our strategy is both flexible in its application and strong in its foundation. Throughout 2020, Xerox’s management team demonstrated that, even in the face unprecedented challenges, we can deliver positive operating cash flow from continuing operations¹ while protecting our people, supporting our communities, returning capital to shareholders, and continuing to invest in our future. We remained steadfast and determined to provide exceptional support to our customers while driving our transformation forward.

2020 highlights include:

35

Our emphasis continues to be on creating a simpler, more agile and effective organization by enhancing Xerox’s focus on customers and partners while reinforcing a culture of continuous improvement. We continue to drive end-to-end transformation of our systems and processes to create greater focus, speed, accountability, and effectiveness. This will enable Xerox to be more competitive, to invest in growth and to maximize shareholder returns.

Supporting Employees during the COVID-19 Pandemic

At the onset of the pandemic, we quickly mobilized and took action to protect the health and safety of our employees and mitigate the impact of the pandemic on our business. Examples include:

36

Helping Customers and Communities Fight COVID-19

Innovation has always been in our DNA. With this legacy in mind, we quickly formed a cross-functional team of engineers, researchers, and scientists to creatively address key COVID-19 challenges. It was clear we all had a role to play and our finest problem-solvers rose to the task. Within weeks, Xerox had developed a healthcare line with the following offerings:

Clients around the world turned to Xerox for traditional and non-traditional support, and many of our team members worked around the clock to deliver it. Below is a snapshot of how Xerox helped clients respond to COVID-19:

2020 Named Executive Officers

This Compensation Discussion and Analysis explains the key elements of the compensation of our Company’s named executive officers (“NEOs”) and describes the objectives and principles underlying our Company’s executive compensation program for 2020. For 2020, our NEOs were:

37

Linking Pay to Performance

Our compensation programs are designed to pay for performance, attract and retain first-class talent, reward past performance, and motivate future performance. Our executive compensation program, for example, is aligned with our business strategy and designed to create long-term shareholder value. By making performance a substantial element of compensation, we link our executives’ interests to the interests of our shareholders. Accordingly, we reward NEOs when the Company achieves short- and long-term performance objectives and we reduce or eliminate performance-based compensation when the Company does not achieve those objectives.

The impact of the COVID-19 pandemic on our business made performance targets, which were established before the pandemic, unattainable. Our financial performance for the annual Management Incentive Plan (MIP) did not meet threshold performance levels for Absolute Revenue (unadjusted for currency),¹ Adjusted Operating Margin,¹ or Free Cash Flow.¹ As a result, no payouts were made under the 2020 MIP.

Similarly, under our long-term incentive program, because of the impact of the COVID-19 pandemic on our business, previously granted 2019 and 2020 performance share units (PSUs) under the Executive Long-term Incentive Plan (E-LTIP) are now expected to fall short of the threshold performance levels for Absolute Revenue (unadjusted for currency)¹ and Free Cash Flow.¹ Nevertheless, the Compensation Committee did not modify those in-cycle performance awards.

38

SAY-ON-PAY VOTES AND SHAREHOLDER ENGAGEMENT

At our 2020 Annual Meeting, we held a Say-on-Pay advisory vote on the 2019 compensation of our named executive officers. We received support of shareholders representing 66% of the votes cast, a significant increase from 40% the prior year.

Beginning in 2019, based on shareholder feedback, our Board of Directors and leadership team implemented a more robust continuous shareholder engagement program, as illustrated in the chart below. Throughout the year, we engage with a significant and diverse portion of shareholders on any topic our shareholders wish to raise with us, including matters related to business results and initiatives, corporate governance, human capital management practices, ESG and executive compensation. We believe this program of continuous shareholder engagement has been productive and has better enabled the Compensation Committee to take shareholder feedback into account in making executive compensation decisions. This continuous cycle of engagement also provides for an open exchange of ideas and perspectives for both management and our shareholders. The program is designed to gather first-hand information from our shareholders and, in turn, provide our shareholders with an opportunity to engage directly with the Chair of our Compensation Committee and key members of the Xerox leadership team.

Following the 2020 Annual Meeting, we continued to engage with shareholders on a range of topics, including executive compensation and our ESG-related initiatives. We reached out to 100 of our largest shareholders, representing approximately 85% of our outstanding shares, and invited them to discuss their feedback on the compensation program and hear an update on our transformation progress. The Chair of our Compensation

39

Committee and members of our leadership team participated in these video and telephonic discussions, which resulted in highly constructive dialogue with our shareholders. Feedback received from our shareholders throughout the year is regularly shared with all the members of the Board of Directors, including the Compensation Committee.

The Company’s engagement with shareholders has helped inform the Committee’s deliberations and decisions in recent years. The following table summarizes key points we have heard from shareholders about various compensation matters:

Key Topics Raised by Shareholders and Xerox Responses

40

We will continue to reach out to our shareholders and consider how our actions align with their interests when making future compensation decisions for our NEOs.

OUR EXECUTIVE COMPENSATION PRINCIPLES

The following core principles reflect our philosophy with respect to compensation of the NEOs. These principles, established and refined from time to time by the Compensation Committee, are intended to:

41

2020 COMPENSATION ACTIONS

The primary elements of our executive compensation program for the NEOs are:

Base Salary

Executive salaries are influenced by external peer group benchmarking data and internal factors relating to the complexity of the NEOs’ roles. For NEOs in-role since 2018, the base salaries have not changed from 2018 levels; the base salary for Mr. Heiss reflects his promotions to (i) Executive Vice President and President EMEA Operations as of February 29, 2020 and to (ii) Executive Vice President and Interim CFO as of September 30, 2020.

2020 Performance-Based Annual Management Incentive Plan (MIP)

The 2020 performance measures and weightings for our MIP were: Absolute Revenue (unadjusted for currency),¹ Adjusted Operating Margin¹ and Free Cash Flow¹ (weighted equally). These were the same metrics used in 2019. These metrics directly align the interests of approximately 1,400 MIP eligible leaders with the interests of our shareholders.

The COVID-19 pandemic significantly and negativity impacted us in 2020 due to business closures and office building capacity restrictions that slowed our customers’ purchasing decisions and caused lower printing

42

volumes on our devices. As a result, our financial performance for the 2020 MIP did not meet threshold performance levels. The Compensation Committee did not exercise positive discretion with regards to the 2020 MIP calculation and no awards were paid out under the 2020 MIP. A summary of financial performance against the targets established before the COVID-19 pandemic is displayed in the table below.

2020 MIP Results (in millions, except % data)

2020 MIP Payout

His base salary is denominated and paid in Euros; it is shown in U.S. dollars (USD) at an exchange rate of 1.2295 USD per EUR, consistent with the exchange rate used in the Company’s 2020 Annual Report on Form 10-K

43

2017 Performance-Based Executive Long-Term Incentive Plan (E-LTIP) Payout

The 2017 E-LTIP was based on three years of performance (2017 through 2019) with all financial measures based on total Company results. For additional information on the 2017 E-LTIP performance measures and definitions, refer to Exhibit 10(e)(2) of the Quarterly Report on Form 10-Q for the period ended June 30, 2017, filed with the SEC on August 7, 2017. Based on the Company’s performance, the Compensation Committee determined a PSU payout at 126.8% of target number of PSUs awarded.

Only Messrs. Osbourn, Heiss, Feldman, and Tessler received a payout from the 2017 E-LTIP. Messrs. Visentin, Bandrowczak, and Pastor were hired in 2018 and did not receive a grant or payout from the 2017 E-LTIP.

Performance results against the pre-established performance measures and definitions for this award are as follows:

2017 PSU Results (in millions, except % data)

44

2017 PSU — Calculation of Performance Results

Based on the above, the Compensation Committee determined a payout level for the 2017 PSUs of 126.8% of target. The actual payout value of the 2017 E-LTIP as a percent of grant date value on July 1, 2017 was 66.9% due to percentage earned of shares granted and the difference in the fair market value per share on the July 1, 2017 grant date ($28.73) as compared to the July 1, 2020 stock price at vesting ($15.15).

2020 Performance-Based Executive Long-Term Incentive Plan

Our 2020 E-LTIP included awards granted in the form of performance share units (PSUs) (60%) and time-vesting restricted stock units (RSUs) (40%). The grant date for these awards was January 13, 2020 to closely align with the underlying performance period for the PSUs. Earned PSUs cliff-vest three years from the grant date and following the Compensation Committee’s certification of performance results. RSUs vest 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and 50% on the third anniversary of the grant date.

PSUs are earned based on achieving pre-established performance goals. The performance goals for the 2020 PSUs were determined and approved prior to the COVID-19 pandemic. The Compensation Committee monitored and tracked performance throughout the year and, despite the negative impact on business results, made no adjustments to the goals as a result of the pandemic.

45

The 2020 performance measures and weightings for the portion of the award granted as PSUs were as follows:

2020 Special Incentive Awards

Throughout 2020, amidst unprecedented challenges, including the government mandated closure of client offices in virtually every geography in which Xerox operates, management worked tirelessly to ensure Xerox provided critical support to our customers, protected the health and safety of our employees, contributed to the global response to the pandemic, preserved our capital and other assets and continued to invest in our future. We focused our furloughs where government-funded programs were available to financially protect our employees. We also launched two new programs to support the health and well-being of our employees, Sleepio and Daylight, which help manage stress and sleep better at night.

Competition for key talent is intense, and our ability to attract and retain high caliber employees depends on, among other things, prevailing market conditions and compensation packages offered by companies competing for the same talent. After coming off a strong 2019, the pandemic materially and adversely affected our financial results in 2020. As a result, the 2020 MIP targets became unachievable and the Compensation Committee believed the previously granted 2019 and 2020 PSUs would fall far short of the threshold performance levels for revenue and free cash flow⁽¹⁾, which are measured cumulatively for the 3-year performance period.

Because, among other things, many of the technology-based companies with whom we compete for talent actually benefitted from the pandemic, the Compensation Committee became concerned about the risk of a talent exodus. In response to this risk, in November 2020, the Compensation Committee approved special, one-time incentives for nearly 24,500 employees across the Company, from individual contributors to our NEOs. The NEOs’ incentives consisted of (i) a cash Leadership Retention Award and (ii) an equity award in the form of supplemental RSUs, each of which is described in detail below. The cash Leadership Retention Awards are reported under the Bonus column and the supplemental RSUs are reported under the Stock Awards column of the Summary Compensation Table.

46

The Compensation Committee determined that granting special awards, in the form of cash and RSUs, was a necessary and reasonable response to the challenges posed by the pandemic and was the most effective tool to secure the retention of key employees needed to continue to move the Company forward through its transformation. The Compensation Committee considered making the equity award in the form of PSUs, rather than time-based RSUs, but the uncertainty of the duration of the pandemic made it difficult to set performance criteria that would be both meaningful and motivating.

The Compensation Committee recognizes that the Company’s leadership and team members worked tirelessly throughout the pandemic. The leadership enabled Xerox to support clients providing essential services, stand-up manufacturing of much needed healthcare-related products and deliver positive free cash flow. ⁽¹⁾ As the economy and the Company recover, the Compensation Committee believes that it is critical that the Company retain the talent needed to continue to drive results that will ultimately lead to share price recovery, revenue growth and enhanced profitability.

2020 Leadership Retention Award

The value of the cash retention award made to each NEO is set forth below and is equal to 50% of the NEO’s 2020 MIP target. These cash awards are subject to forfeiture and conditioned on repayment if an NEO voluntarily terminates employment (or is involuntarily terminated for cause) before December 31, 2021.

47

2020 Supplemental RSUs

The grant date value of the RSUs awarded to each NEO is set forth below. The grant-date value equals approximately 50% of the cumulative grant-date value of the recipient’s 2019 and 2020 PSUs, which is the portion of such awards that the Committee believed had been permanently adversely impacted by the COVID-19 pandemic. In other words, the grant-date value of these awards approximates the grant-date value of the portions of the 2019 and 2020 PSU awards that are tied to cumulative revenue and free cash flow⁽¹⁾ over the respective three-year performance periods. The awards are subject to forfeiture in the event of a voluntary termination (or an involuntarily termination for cause) prior to each vesting date. The first 50% of these RSUs will vest on the first anniversary of the December 2020 grant date; the remaining 50% will vest on the second anniversary of the grant date.

Total Target Compensation

Complete compensation information for our NEOs appears in the Summary Compensation Table on page 65. The following table shows annualized base salary and the target incentive awards under the MIP and E-LTIP granted to each NEO in 2020. The table below does not include the one-time compensation awarded in connection with the 2020 Special Incentive Awards as described above.