8-K
Xerox Holdings Corp (XRX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2023
XEROX HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 001-39013 | 83-3933743 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
201 Merritt 7
Norwalk, Connecticut, 06851-1056
(Address of principal executive offices and Zip Code)
(203) 849-5216
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $1.00 | XRX | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 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