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, 2021

XEROX HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

201 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):

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

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.

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

2.    Ratification of selection of PricewaterhouseCoopers LLP as Registrant’s independent registered public accounting firm for 2021. The selection of PricewaterhouseCoopers LLP was ratified.

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.

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.

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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.

6.    Election of Aris Kekedjian as a Director. The proposal to elect Aris Kekedjian as a Director was approved.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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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.

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