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 20, 2026, the shareholders of Xerox Holdings Corporation (the “Company”) approved an amendment (the “Plan Amendment”) to the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan (the “Plan”) at the Company’s annual meeting of shareholders (the “2026 Annual Meeting”). The Company’s shareholders approved the Plan Amendment in accordance with the voting results set forth below under Item 5.07. The Plan Amendment was previously adopted by the Company’s Board of Directors, subject to shareholder approval.
The Plan was originally approved by the Company’s shareholders on May 22, 2024, and the term of the Plan ends on May 22, 2034, or such earlier date as determined by the Compensation and Human Capital Committee of the Board of Directors. The Plan Amendment became effective on May 20, 2026, following approval by the Company’s shareholders. The Plan Amendment increases the number of shares of the Company’s common stock available for issuance under the Plan by 15,000,000 shares.
The above description of the Plan Amendment does not purport to be complete and is qualified in its entirety by the full text of the Plan Amendment, 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 2026 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 | ||||||||||||
| John G. Bruno |
61,031,963 | 1,983,261 | 294,579 | 24,917,530 | ||||||||||||
| Tami A. Erwin |
60,879,481 | 2,112,130 | 318,192 | 24,917,530 | ||||||||||||
| Priscilla Hung |
60,306,508 | 2,673,724 | 329,571 | 24,917,530 | ||||||||||||
| Scott Letier |
60,763,260 | 2,230,676 | 315,867 | 24,917,530 | ||||||||||||
| Nichelle Maynard-Elliott |
60,609,204 | 2,377,772 | 322,827 | 24,917,530 | ||||||||||||
| Edward G. McLaughlin |
60,808,194 | 2,174,684 | 326,925 | 24,917,530 | ||||||||||||
| Louis J. Pastor |
61,361,965 | 1,660,009 | 287,829 | 24,917,530 | ||||||||||||
| John J. Roese |
61,134,753 | 1,859,087 | 315,963 | 24,917,530 | ||||||||||||
| Amy Schwetz |
61,022,748 | 1,954,945 | 332,110 | 24,917,530 | ||||||||||||
| 2. | Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026. The selection of PricewaterhouseCoopers LLP was ratified. |
| For | Against | Abstain | Non-Votes | |||
| 85,318,113 | 2,380,846 | 528,374 | 0 |
| 3. | Approval, on an advisory basis, of the 2025 compensation of the Company’s Named Executive Officers (“NEOs”), as defined and disclosed in Company’s proxy statement in connection with the 2026 Annual Meeting. The 2025 compensation of the Company’s NEOs was approved, on an advisory basis. |
| For | Against | Abstain | Non-Votes | |||
| 57,704,131 | 5,076,884 | 528,788 | 24,917,530 |
| 4. | Proposal to approve an Amendment to the Company’s 2024 Equity and Performance Incentive Plan. The Second Amendment to the 2024 Equity and Performance Incentive Plan was approved. |
| For | Against | Abstain | Non-Votes | |||
| 46,522,213 | 15,872,321 | 915,269 | 24,917,530 |
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Second Amendment to the 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 7, 2026. 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 27, 2026 | Assistant Secretary | |||||
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