UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On May 25, 2023, Xerox Holdings Corporation (the “Company”) held its annual meeting of shareholders (the “2023 Annual Meeting”). Set forth below are the matters on which the Company’s shareholders voted, along with final voting results, as reported by the Company’s independent inspector of election.
| 1. | Election of Directors. All nominees for director were elected. |
| Name | For | Against | Abstain | Non-Votes | ||||||||||||
| Steven J. Bandrowczak |
122,486,524 | 1,964,603 | 370,547 | 15,290,362 | ||||||||||||
| Philip V. Giordano |
122,739,541 | 1,689,770 | 392,368 | 15,290,362 | ||||||||||||
| Scott Letier |
122,865,543 | 1,559,834 | 396,302 | 15,290,362 | ||||||||||||
| Jesse A. Lynn |
114,896,528 | 9,517,336 | 407,815 | 15,290,362 | ||||||||||||
| Nichelle Maynard-Elliott |
121,738,846 | 2,680,734 | 402,099 | 15,290,362 | ||||||||||||
| Steven D. Miller |
117,297,318 | 7,129,281 | 395,080 | 15,290,362 | ||||||||||||
| James L. Nelson |
83,371,833 | 41,061,399 | 388,447 | 15,290,362 | ||||||||||||
| Margarita Paláu-Hernández |
120,991,623 | 3,404,733 | 425,323 | 15,290,362 | ||||||||||||
| 2. | Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023. The selection of PricewaterhouseCoopers LLP was ratified. |
| For | Against | Abstain | Non-Votes | |||
| 136,621,610 | 3,198,371 | 292,060 | 0 |
| 3. | Approval, on an advisory basis, of the 2022 compensation of the Company’s Named Executive Officers (“NEOs”), as defined and disclosed in Company’s proxy statement in connection with the 2023 Annual Meeting. The 2022 compensation of the Company’s NEOs was approved, on an advisory basis. |
| For | Against | Abstain | Non-Votes | |||
| 117,634,024 | 6,849,282 | 338,373 | 15,290,362 |
| 4. | Selection, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s NEOs. One year was selected as the frequency of future advisory votes on the compensation of the Company’s NEOs, on an advisory basis. |
| 1 Year | 2 Years | 3 Years | Abstain | Non-Votes | ||||
| 115,592,847 | 167,499 | 8,828,752 | 232,581 | 15,290,362 |
| 5. | Approval of an amendment to the Company’s Performance Incentive Plan (the “Plan”) to increase the total number of shares of common stock authorized and available for issuance under the Plan. The amendment to the Company’s Plan was approved. |
| For | Against | Abstain | Non-Votes | |||
| 120,677,126 | 3,843,495 | 301,058 | 15,290,362 |
| 6. | Shareholder proposal for shareholder right to ratify termination pay, if properly presented at the annual meeting. The proposal for the shareholder right to ratify termination pay was not approved. |
| For | Against | Abstain | Non-Votes | |||
| 36,885,436 | 87,415,135 | 521,108 | 15,290,362 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| XEROX HOLDINGS CORPORATION | ||
| By: | /s/ Flor M. Colón | |
| Name: | Flor M. Colón | |
| Title: | Secretary | |
Date: May 31, 2023