Xerox Holdings Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine director nominees to the Board of Directors, each for a one-year term.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Approval of 2025 Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the Proxy Statement (Say-on-Pay).

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s 2025 executive compensation program as disclosed in the Proxy Statement. Management seeks this advisory vote to affirm shareholder support for the Compensation and Human Capital Committee’s pay design following the Lexmark acquisition and leadership transitions, and to reinforce the Committee’s approach to aligning pay with performance during the Company’s Reinvention. The 2025 program emphasizes a high proportion of at‑risk pay (approximately 93% for the CEO and 83% for other NEOs), a mix of time‑based RSUs and performance PSUs, and clawback and ownership guidelines intended to align executives with long‑term shareholder outcomes. The Committee engaged with large institutional holders (contacting holders representing ~57% of shares and holding calls representing ~34%), incorporated feedback, and notes prior strong say‑on‑pay support (94.3% in 2025). Company performance context is complex: the Lexmark acquisition materially changed the company’s scale and integration priorities; the 2025 MIP paid out 0% (Adjusted EBITDA below threshold) while CSR metrics were partially met; 2023 LTIP PSUs paid at ~34.3% of target, and the company faced notable goodwill and valuation adjustments. The non‑binding vote therefore serves as a governance signal; a favorable vote would validate the Board’s compensation framework and recent changes (including increased use of performance-based LTI and revised vesting schedules), while a negative vote would signal shareholder dissatisfaction and likely trigger additional engagement and potential program revisions. Management recommends a “FOR” vote, noting that the program is intended to preserve retention and incentivize execution during integration while incorporating safeguards on dilution, disclosure, and recoupment.

4. 4

   Amendment to the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan to Increase Share Reserve

   ManagementBoard: FOR

   Approve an amendment to the 2024 Equity and Performance Incentive Plan to add 15,000,000 shares to the plan reserve (increasing the total reserve), enabling future grants of equity awards to employees and non-employee directors.

   More detail

   This management proposal requests shareholder approval to add 15,000,000 shares to the Xerox 2024 Equity and Performance Incentive Plan to replenish a depleted share reserve and enable future equity grants to employees and non‑employee directors. Management argues the increase is temporary and directly tied to retention and incentive needs during a defined Reinvention and Lexmark integration period, where low market price dynamics have increased share usage per grant and the leadership team’s continuity is critical. The Compensation Committee relied on peer benchmarking, historical and projected burn rates, shareholder outreach, and consultant analysis in setting the requested amount and describes governance guardrails (no liberal recycling, no repricing without shareholder approval, double-trigger CIC vesting, clawbacks, and post‑termination holding/ownership requirements). The Company discloses that approving the amendment would raise potential overhang to about 21.3% and acknowledges meaningful dilution risk, but contends that alternative reliance on cash awards would impair deleveraging and capital allocation priorities. From an analytical perspective, investors should weigh the near‑term retention and performance imperatives against the dilution and potential proxy advisor scrutiny associated with a material share request; the Board’s engagement with large holders and explicit limits (fixed allocation versus evergreen, prohibition on option repricing, and specific contingent grants disclosed) mitigate some governance concerns but do not eliminate dilution economics. The proposal’s operational rationale — ensuring competitive equity grant capacity while pursuing integration synergies — is credible, but its ultimate shareholder impact depends on future equity plan governance, disclosed burn‑rate discipline, and transparent post‑grant reporting of realized dilution and performance outcomes. Management recommends a “FOR” vote, but sophisticated investors will want post‑approval monitoring and potentially tighter disclosure on future grant pacing, dilution thresholds, and measured use of cash alternatives.

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When is the Xerox Holdings Corp 2026 annual meeting?

Xerox Holdings Corp (XRX) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Xerox Holdings Corp 2026 meeting?

The record date for the Xerox Holdings Corp 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Xerox Holdings Corp's 2026 meeting?

The board is presenting 9 director nominees at the Xerox Holdings Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Xerox Holdings Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Xerox Holdings Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.