UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2024, the shareholders of Xerox Holdings Corporation (the “Company”) approved the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan (the “Plan”) at the Company’s annual meeting of shareholders (the “2024 Annual Meeting”). The Company’s shareholders approved the Plan in accordance with the voting results set forth below under Item 5.07. The Plan was previously adopted by the Company’s Board of Directors, subject to shareholder approval.
The Plan replaces the Xerox Holdings Corporation Performance Incentive Plan and the Xerox Holdings Corporation 2004 Equity Compensation Plan for Non-Employee Directors, both as previously approved by the Company’s shareholders. The material terms of the Plan were described in the Company’s definitive Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 11, 2024, under the caption “Proposal 4 – Proposal to Approve the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan”. The Plan authorizes the grants of equity-based incentive awards to employees of the Company or any entity in which the Company has a significant equity interest and any non-employee directors of the Company, as more fully described in the Proxy Statement.
The above description of the Plan does not purport to be complete and is qualified in its entirety by the full text of the Plan, set forth in Exhibit 10.1, and incorporated herein by reference.
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Item 5.07. Submission of Matters to a Vote of Security Holders
Set forth below are the matters on which the Company’s shareholders voted at the 2024 Annual Meeting, 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 |
94,867,066 | 676,019 | 223,423 | 13,759,453 | ||||||||||||
| John G. Bruno |
93,387,937 | 2,105,187 | 273,384 | 13,759,453 | ||||||||||||
| Tami A. Erwin |
94,872,514 | 690,020 | 203,974 | 13,759,453 | ||||||||||||
| Priscilla Hung |
94,287,346 | 1,155,471 | 323,691 | 13,759,453 | ||||||||||||
| Scott Letier |
93,307,789 | 2,259,982 | 198,737 | 13,759,453 | ||||||||||||
| Nichelle Maynard-Elliott |
93,615,792 | 1,951,220 | 199,496 | 13,759,453 | ||||||||||||
| Edward G. McLaughlin |
94,904,360 | 659,912 | 202,236 | 13,759,453 | ||||||||||||
| John J. Roese |
94,905,596 | 653,870 | 207,042 | 13,759,453 | ||||||||||||
| Amy Schwetz |
86,403,909 | 9,161,734 | 200,865 | 13,759,453 | ||||||||||||
| 2. | Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. The selection of PricewaterhouseCoopers LLP was ratified. |
| For | Against | Abstain | Non-Votes | |||
| 105,407,552 | 3,276,289 | 842,120 | 0 |
| 3. | Approval, on an advisory basis, of the 2023 compensation of the Company’s Named Executive Officers (“NEOs”), as defined and disclosed in Company’s proxy statement in connection with the 2024 Annual Meeting. The 2023 compensation of the Company’s NEOs was approved, on an advisory basis. |
| For | Against | Abstain | Non-Votes | |||
| 91,471,588 | 3,572,382 | 722,538 | 13,759,453 |
| 4. | Proposal to approve the Company’s 2024 Equity and Performance Incentive Plan. The 2024 Equity and Performance Incentive Plan was approved. |
| For | Against | Abstain | Non-Votes | |||
| 92,024,673 | 3,024,648 | 717,187 | 13,759,453 |
| 5. | Shareholder proposal for shareholder approval of golden parachute agreements, if properly presented at the annual meeting. The proposal regarding golden parachute agreements was not approved. |
| For | Against | Abstain | Non-Votes | |||
| 39,670,182 | 55,369,231 | 727,095 | 13,759,453 |
| 6. | Shareholder proposal for an amended director resignation bylaw, if properly presented at the annual meeting. The proposal for the amended director resignation bylaw was not approved. |
| For | Against | Abstain | Non-Votes | |||
| 23,528,918 | 71,447,421 | 790,169 | 13,759,453 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan (Incorporated by reference to Annex A to Xerox Holdings Corporation’s Proxy Statement on Schedule 14A dated April 11, 2024. See SEC File Number 001-39013) | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this Report to be signed on its behalf by the undersigned duly authorized.
| XEROX HOLDINGS CORPORATION | ||||||
| By: | /s/ Eric Risi | |||||
| Eric Risi | ||||||
| Date: May 28, 2024 | Assistant Secretary | |||||