Xerox (NASDAQ: XRX) sets 2026–2028 transformation retention award plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Xerox Holdings Corporation and Xerox Corporation approved a new 2026–2028 Transformation Retention Award Plan effective July 1, 2026. The plan is a limited-duration cash program intended to retain key employees during the company’s multi-year transformation and supplements existing incentive plans.
Eligible participants include certain executive officers, senior leaders and other critical employees of the company and its subsidiaries, though the Chief Executive Officer and Chief Financial Officer are not expected to participate. Awards are cash-based and may be set as a fixed amount or as a percentage of base salary or target annual bonus, vesting in eight substantially equal quarterly installments over two years.
Vesting generally requires continued employment. Unvested installments are forfeited upon termination, except in specified cases related to a Change in Control, where the Compensation and Human Capital Committee may accelerate vesting or provide full vesting if employment is terminated without Cause or for Good Reason within 12 months following such a transaction.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 9.01
2 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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Terms
2026–2028 Transformation Retention Award Plan, Change in Control, Termination for Good Reason, Cause, +1 more
5 terms
2026–2028 Transformation Retention Award Plan financial
"approved the Xerox Holdings Corporation 2026–2028 Transformation Retention Award Plan (the “Retention Plan”)"
Change in Control financial
"Except as provided in the Retention Plan with respect to a Change in Control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Termination for Good Reason financial
"or the participant effectuates a Termination for Good Reason (as defined in the Retention Plan)"
Cause financial
"If a participant’s employment is terminated by the Company without Cause (as defined in the Retention Plan)"
Named Executive Officers financial
"Participants in the Retention Plan may include executive officers (including Named Executive Officers)"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
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): June 29, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(203 ) 849-5216
(Registrant’s telephone number, including area code)
Not applicable
(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 (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 | ||
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). Xerox Holdings Corporation |
Xerox Corporation |
|||||
| Emerging growth company | 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.
Xerox Holdings Corporation |
☐ | Xerox Corporation |
☐ |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2026, the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors (the “Board”) of Xerox Holdings Corporation (“Xerox Holdings”) and Xerox Corporation (together with Xerox Holdings, the “Company”) approved the Xerox Holdings Corporation 2026–2028 Transformation Retention Award Plan (the “Retention Plan”), effective as of July 1, 2026. The Retention Plan is a limited-duration program designed to retain critical talent during the Company’s multi-year transformation, supplementing the Company’s existing incentive programs.
Participants in the Retention Plan may include executive officers (including Named Executive Officers), senior leaders, and other employees of the Company and its direct and indirect subsidiaries who are critical to the execution of the Company’s turnaround strategy. The Committee has the sole authority to select participants who are executive officers and determine the amounts of any awards made to such participants. However, the Committee does not expect to select the Chief Executive Officer or the Chief Financial Officer to participate in the Retention Plan. Members of the Company’s management team have the authority to select participants who are not executive officers and determine the amounts of any awards made to such participants.
Each participant receives a cash-based retention award, which may be expressed as a fixed dollar amount, a percentage of base salary, or a percentage of target annual bonus, as determined by the Committee. Each retention award vests in eight substantially equal installments over a
two-year
period, with installments vesting on the last day of each fiscal quarter. Each vested installment is paid within 30 days following the applicable quarterly vesting date. Vesting is generally conditioned on the participant’s continued employment with the Company through the applicable vesting date. Except as provided in the Retention Plan with respect to a Change in Control (as defined in the Retention Plan), upon termination of employment for any reason, whether voluntary or involuntary, all unvested installments are forfeited. In the event of a Change in Control, the Committee may in its sole discretion provide for accelerated vesting of all or any remaining installments, with any accelerated installments being paid within 30 days following such acceleration determination. If a participant’s employment is terminated by the Company without Cause (as defined in the Retention Plan) or the participant effectuates a Termination for Good Reason (as defined in the Retention Plan) within 12 months following a Change in Control, all then-unvested installments immediately vest and are paid within 30 days thereafter.
The foregoing description of the Retention Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Retention Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated herein by reference. Item 9.01 Financial Statements and
Exhibits
. (d) Exhibits
Exhibit No. |
Description | |
| 10.1 | Xerox Holdings Corporation 2026-2028 Transformation Retention Award Plan | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
SIGNATURES
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 thereunto duly authorized. The signatures for each undersigned shall be deemed to relate only to matters having reference to such company and its subsidiaries.
| XEROX HOLDINGS CORPORATION | ||||||
| Date: July 2, 2026 | By: | /s/ Flor M. Colón | ||||
| Name: | Flor M. Colón | |||||
| Title: | Secretary | |||||
| XEROX CORPORATION | ||||||
| Date: July 2, 2026 | By: | /s/ Flor M. Colón | ||||
| Name: | Flor M. Colón | |||||
| Title: | Secretary | |||||
FAQ
What did Xerox (XRX) announce in this 8-K filing?
Xerox announced a 2026–2028 Transformation Retention Award Plan effective July 1, 2026. The cash-based plan is designed to retain key employees during a multi-year transformation and supplements the company’s existing incentive programs.
Who is eligible to participate in Xerox’s 2026–2028 Transformation Retention Plan?
Eligible participants include certain executive officers, senior leaders, and other critical employees of Xerox and its subsidiaries. The Compensation Committee selects executive officers, while management selects non-executive participants, and the CEO and CFO are not expected to participate.
How do the retention awards under Xerox’s new plan vest and pay out?
Each cash-based retention award vests in eight substantially equal installments over two years. Installments vest on the last day of each fiscal quarter, and each vested amount is paid within 30 days after the applicable quarterly vesting date, subject to continued employment.
What happens to Xerox retention awards if employment ends or there is a Change in Control?
If employment ends, all unvested installments are generally forfeited. Following a Change in Control, the committee may accelerate vesting, and if terminated without Cause or for Good Reason within 12 months, all unvested installments immediately vest and are paid within 30 days.
Are Xerox’s CEO and CFO included in the 2026–2028 retention plan?
The Compensation and Human Capital Committee does not expect to select the Chief Executive Officer or Chief Financial Officer to participate. The plan instead targets other executive officers, senior leaders, and key employees viewed as critical to the turnaround strategy.