--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-157800" form_type: "8-K" ticker: "XRX" cik: "0001770450" company_name: "Xerox Holdings Corp" filed_at: "2023-05-31T23:59:59+00:00" generated_at: "2026-06-14T10:41:17.461806+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Xerox shareholders re-elect all directors, approve plan amendment, reject termination pay proposal ## Summary - All 8 director nominees re-elected; James L. Nelson received 41M votes against (33% of votes cast). - Ratification of PwC as auditor for 2023 approved with 136.6M for vs 3.2M against. - Advisory say-on-pay approval passed with 117.6M for, 6.8M against; 1-year frequency selected for future votes. - Amendment to Performance Incentive Plan increasing authorized shares approved (120.7M for, 3.8M against). - Shareholder proposal for ratification of termination pay not approved (36.9M for, 87.4M against). ## SEC filing metadata - accession: 0001193125-23-157800 - form_type: 8-K - ticker: XRX - cik: 0001770450 - company_name: Xerox Holdings Corp - filed_at: 2023-05-31T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1770450/000119312523157800/0001193125-23-157800-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1770450/000119312523157800/d425292d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-157800 - JSON: https://secwatch.observer/filing/0001193125-23-157800.json - Plain text: https://secwatch.observer/filing/0001193125-23-157800.txt ## Key facts - Shareholder Votes Xerox Holdings Corp shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023. at the 2023-05-25 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-25 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1770450/000119312523157800/0001193125-23-157800-index.htm - Shareholder Votes Xerox Holdings Corp shareholders approved Approval, on an advisory basis, of the 2022 compensation of the Company’s Named Executive Officers. at the 2023-05-25 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-25 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1770450/000119312523157800/0001193125-23-157800-index.htm - Shareholder Votes Xerox Holdings Corp shareholders approved Election of Directors. at the 2023-05-25 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-25 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1770450/000119312523157800/0001193125-23-157800-index.htm - Shareholder Votes Xerox Holdings Corp shareholders approved Approval of an amendment to the Company’s Performance Incentive Plan to increase the total number of shares of common stock authorized and available for issuance under the Plan. at the 2023-05-25 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-25 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1770450/000119312523157800/0001193125-23-157800-index.htm - Shareholder Votes Xerox Holdings Corp shareholders rejected Shareholder proposal for shareholder right to ratify termination pay, if properly presented at the annual meeting. at the 2023-05-25 meeting. - Proposal: auditor ratification - Outcome: failed - Meeting: 2023-05-25 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1770450/000119312523157800/0001193125-23-157800-index.htm - Shareholder Votes Xerox Holdings Corp shareholders approved Selection, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s NEOs. at the 2023-05-25 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-25 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1770450/000119312523157800/0001193125-23-157800-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.