UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
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(IRS Employer Identification No.) |
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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) |
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| 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 |
Name of each exchange | ||
| Xerox Holdings Corporation Common Stock, $1 par value |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders held on May 20, 2021, Registrant’s shareholders voted to approve Registrant’s amended and restated Equity Compensation Plan for Non-Employee Directors (the “Plan”). The Plan was amended and restated primarily to increase, by 500,000 shares, the number of shares of Registrant’s common stock reserved for issuance under the Plan and to include a limitation on the annual total non-employee director compensation of $750,000, covering both annual cash retainers and annual equity retainers. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing does not purport to be a complete description of the terms of the Plan, and is qualified in its entirety by reference to the Plan.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
| (a) | On May 20, 2021, 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 | ||||
| Keith Cozza |
148,437,572 | 1,679,663 | 232,428 | 14,912,841 | ||||
| Joseph J. Echevarria |
142,317,866 | 7,801,478 | 230,319 | 14,912,841 | ||||
| Cheryl G. Krongard |
125,677,750 | 24,448,940 | 222,972 | 14,912,841 | ||||
| Scott Letier |
131,325,835 | 18,785,767 | 238,061 | 14,912,841 | ||||
| Nichelle Maynard-Elliott |
149,301,743 | 819,565 | 228,018 | 14,912,841 | ||||
| Steven D. Miller |
148,748,709 | 1,337,472 | 263,482 | 14,912,841 | ||||
| James L. Nelson |
138,056,702 | 12,051,679 | 241,282 | 14,912,841 | ||||
| Margarita Paláu-Hernández |
141,903,159 | 8,206,920 | 239,584 | 14,912,841 | ||||
| Giovanni (“John”) Visentin |
149,318,273 | 784,899 | 246,491 | 14,912,841 |
2. Ratification of selection of PricewaterhouseCoopers LLP as Registrant’s independent registered public accounting firm for 2021. The selection of PricewaterhouseCoopers LLP was ratified.
| For |
Against |
Abstain |
Non Votes | |||
| 161,642,115 |
3,382,387 | 237,610 | 0 |
3. Approval, on an advisory basis, of the 2020 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2021 Proxy Statement. The 2020 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2021 Proxy Statement, was not approved on an advisory basis.
| For |
Against |
Abstain |
Non Votes | |||
| 45,665,167 |
103,841,116 | 843,380 | 14,912,841 |
4. Proposal to approve the Company’s amended and restated Equity Compensation Plan for Non-Employee Directors. The proposal to approve the Company’s amended and restated Equity Compensation Plan for Non-Employee Directors was approved.
| For |
Against |
Abstain |
Non Votes | |||
| 146,041,880 |
3,892,075 | 415,683 | 14,912,841 |
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5. Shareholder Proposal for shareholder action by written consent, if properly presented to the meeting. The proposal to approve shareholder action by written consent was approved.
| For |
Against |
Abstain |
Non Votes | |||
| 95,104,033 |
24,961,039 | 30,284,292 | 14,912,841 |
6. Election of Aris Kekedjian as a Director. The proposal to elect Aris Kekedjian as a Director was approved.
| For |
Against |
Abstain |
Non Votes | |||
| 142,604,480 |
6,138,481 | 318,159 | 16,103,594 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 10.1 | Registrant’s Amended and Restated Equity Compensation Plan for Non-Employee Directors (2021 Restatement). | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). | |
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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.
| XEROX HOLDINGS CORPORATION | ||||||||
| By: | /s/ Douglas H. Marshall |
|||||||
| Douglas H. Marshall | ||||||||
| Date: May 25, 2021 | Secretary | |||||||
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