Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

Effective March 6, 2020, the Board of Directors (the "Board") of Xerox Holdings Corporation ("Xerox") approved and adopted an amendment and restatement of the Company's by-laws (as so amended and restated, the "By-Laws") to implement proxy access and make conforming revisions.

Section 13 has been added to Article I of the By-Laws to permit a shareholder, or a group of up to twenty (20) shareholders, owning three percent (3%) or more of the Company's outstanding common stock continuously for at least three (3) years, to nominate and include in the Company's proxy materials director candidates constituting up to the greater of two (2) directors or twenty percent (20%) of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the By-Laws.

The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
   No.           Description of Exhibit

   3.1             Amended and Restated By-Laws of Xerox Holdings Corporation, dated
                 as of March 6, 2020

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

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