Current Report Filing (8-k)

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 21, 2020

XEROX HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

New York

001-39013

83-3933743

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

201 Merritt 7

Norwalk, Connecticut

06851

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 968-3000

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 (see General Instruction A.2. below):

☐	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

Symbol

Name of each exchange

on which registered

Xerox Holdings Corporation

Common Stock, $1 par value

XRX

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

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.

(a) On May 21, 2020, Registrant held its Annual Meeting of Shareholders.

(b) Shareholders voted on the matters set forth below as follows:

1. Election of directors. All nominees for director were elected.


Name	For		Against		Abstain		Non Votes
Jonathan Christodoro		94,057,629		76,789,145		169,140		13,042,348
Keith Cozza		126,081,893		43,066,346		1,868,275		13,042,348
Joseph J. Echevarria		159,363,023		11,482,986		170,505		13,042,348
Nicholas Graziano		134,272,041		36,570,236		174,237		13,042,348
Cheryl G. Krongard		115,989,753		54,862,505		164,256		13,042,348
Scott Letier		102,627,919		68,209,064		179,531		13,042,348
Giovanni (“John”) Visentin		168,637,500		2,212,543		166,471		13,042,348

2. Ratification of selection of PricewaterhouseCoopers LLP as Registrant’s independent registered public accounting firm for 2020. The selection of PricewaterhouseCoopers LLP was ratified.


For	Against	Abstain	Non Votes
180,097,430	3,728,156	233,276	0

3. Approval, on an advisory basis, of the 2019 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2020 Proxy Statement. The 2019 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2020 Proxy Statement, was approved on an advisory basis.


For	Against	Abstain	Non Votes
112,353,990	57,486,182	1,176,342	13,042,348

4. Proposal to approve the Company’s Performance Incentive Plan. The proposal to approve the Company’s Performance Incentive Plan was approved.


For	Against	Abstain	Non Votes
162,730,294	7,137,819	1,148,401	13,042,348

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.