XRX Xerox Holdings Corp - 8-K

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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