Xerox (NASDAQ: XRX) shareholders approve 15M-share equity plan boost

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What did Xerox (XRX) shareholders approve regarding the 2024 equity plan?

How long will the Xerox (XRX) 2024 Equity and Performance Incentive Plan remain in effect?

When did Xerox (XRX) shareholders approve the equity plan amendment?

How many additional shares can Xerox (XRX) issue under the amended 2024 plan?

Were director elections included in Xerox (XRX) 2026 annual meeting results?

Where can investors find the full text of Xerox’s 2024 plan amendment?

Filing Impact

(Moderate)

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(Neutral)

Form Type

8-K

Xerox Holdings Corporation held its 2026 annual meeting of shareholders on May 20, 2026. Shareholders approved an amendment to the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan, which increases the number of shares of common stock available for issuance under the plan by 15,000,000 shares.

The plan, originally approved on May 22, 2024, continues to run through May 22, 2034 unless ended earlier by the Compensation and Human Capital Committee. Shareholders also elected directors and approved other proposals, with final voting results certified by the company’s independent inspector of election.

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Equity plan share increase: 15,000,000 shares Plan term end date: May 22, 2034 Votes for John G. Bruno: 61,031,963 votes +4 more

7 metrics

Equity plan share increase 15,000,000 shares Additional Xerox common stock available under 2024 Equity and Performance Incentive Plan

Plan term end date May 22, 2034 Scheduled end of Xerox 2024 Equity and Performance Incentive Plan unless ended earlier

Votes for John G. Bruno 61,031,963 votes Director election result at 2026 annual meeting

Votes against John G. Bruno 1,983,261 votes Director election opposition at 2026 annual meeting

Abstentions on John G. Bruno 294,579 votes Abstaining votes in director election

Broker non-votes on director items 24,917,530 votes Non-votes reported for director elections

Proposal vote example - For 46,522,213 votes Shareholder proposal receiving 46,522,213 votes for at 2026 annual meeting

2024 Equity and Performance Incentive Plan, Plan Amendment, annual meeting of shareholders, independent inspector of election, +1 more

5 terms

2024 Equity and Performance Incentive Plan financial

"the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan (the “Plan”)"

Plan Amendment financial

"approved an amendment (the “Plan Amendment”) to the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan"

annual meeting of shareholders financial

"at the Company’s annual meeting of shareholders (the “2026 Annual Meeting”)"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

independent inspector of election financial

"final voting results, as reported by the Company’s independent inspector of election"

Inline XBRL technical

"Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

05/27/2026 - 01:07 PM

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 20, 2026

LOGO

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.)

401 Merritt 7

Norwalk, Connecticut

06851

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 849-5216

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	Nasdaq Global Select Market
Xerox Holdings Corporation Warrants to Purchase Common Stock, $1 par value	XRXDW	Nasdaq Global Select Market

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.

On May 20, 2026, the shareholders of Xerox Holdings Corporation (the “Company”) approved an amendment (the “Plan Amendment”) to the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan (the “Plan”) at the Company’s annual meeting of shareholders (the “2026 Annual Meeting”). The Company’s shareholders approved the Plan Amendment in accordance with the voting results set forth below under Item 5.07. The Plan Amendment was previously adopted by the Company’s Board of Directors, subject to shareholder approval.

The Plan was originally approved by the Company’s shareholders on May 22, 2024, and the term of the Plan ends on May 22, 2034, or such earlier date as determined by the Compensation and Human Capital Committee of the Board of Directors. The Plan Amendment became effective on May 20, 2026, following approval by the Company’s shareholders. The Plan Amendment increases the number of shares of the Company’s common stock available for issuance under the Plan by 15,000,000 shares.

The above description of the Plan Amendment does not purport to be complete and is qualified in its entirety by the full text of the Plan Amendment, set forth in Exhibit 10.1, and incorporated herein by reference.

- 2 -

Item 5.07.

Submission of Matters to a Vote of Security Holders

Set forth below are the matters on which the Company’s shareholders voted at the 2026 Annual Meeting, 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
John G. Bruno		61,031,963		1,983,261		294,579		24,917,530
Tami A. Erwin		60,879,481		2,112,130		318,192		24,917,530
Priscilla Hung		60,306,508		2,673,724		329,571		24,917,530
Scott Letier		60,763,260		2,230,676		315,867		24,917,530
Nichelle Maynard-Elliott		60,609,204		2,377,772		322,827		24,917,530
Edward G. McLaughlin		60,808,194		2,174,684		326,925		24,917,530
Louis J. Pastor		61,361,965		1,660,009		287,829		24,917,530
John J. Roese		61,134,753		1,859,087		315,963		24,917,530
Amy Schwetz		61,022,748		1,954,945		332,110		24,917,530

2.	Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026. The selection of PricewaterhouseCoopers LLP was ratified.


For	Against	Abstain	Non-Votes
85,318,113	2,380,846	528,374	0

3.	Approval, on an advisory basis, of the 2025 compensation of the Company’s Named Executive Officers (“NEOs”), as defined and disclosed in Company’s proxy statement in connection with the 2026 Annual Meeting. The 2025 compensation of the Company’s NEOs was approved, on an advisory basis.


For	Against	Abstain	Non-Votes
57,704,131	5,076,884	528,788	24,917,530

4.	Proposal to approve an Amendment to the Company’s 2024 Equity and Performance Incentive Plan. The Second Amendment to the 2024 Equity and Performance Incentive Plan was approved.


For	Against	Abstain	Non-Votes
46,522,213	15,872,321	915,269	24,917,530

- 3 -

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

10.1		Second Amendment to the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan (Incorporated by reference to Annex A to Xerox Holdings Corporation’s Proxy Statement on Schedule 14A dated April 7, 2026. See SEC File Number 001-39013)

104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

- 4 -

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.

- 5 -

Source: View Original Filing on SEC EDGAR

Shareholders approved an amendment to Xerox’s 2024 Equity and Performance Incentive Plan, increasing the shares of common stock available for issuance by 15,000,000. The amendment was approved at the 2026 annual meeting on May 20, 2026.

The Xerox 2024 Equity and Performance Incentive Plan runs through May 22, 2034, unless the Compensation and Human Capital Committee of the Board of Directors ends it earlier. This term was confirmed in connection with the 2026 plan amendment.

Xerox shareholders approved the amendment to the 2024 Equity and Performance Incentive Plan on May 20, 2026, at the company’s 2026 annual meeting of shareholders, following prior adoption of the amendment by the Board of Directors subject to shareholder approval.

The plan amendment increases the number of Xerox common shares available for issuance under the 2024 Equity and Performance Incentive Plan by 15,000,000 shares. These shares support future equity and performance-based awards for eligible participants under the plan.

Yes. Shareholders voted on director elections at the 2026 annual meeting. For example, John G. Bruno received 61,031,963 votes for, 1,983,261 against, and 294,579 abstentions, with 24,917,530 broker non-votes reported by the independent inspector of election.

The full text of the second amendment to Xerox’s 2024 Equity and Performance Incentive Plan is filed as Exhibit 10.1 and incorporated by reference from Annex A to Xerox Holdings Corporation’s Proxy Statement on Schedule 14A dated April 7, 2026.

XEROX HOLDINGS CORPORATION

/s/ Eric Risi

Date: May 27, 2026

Assistant Secretary

4 documents