XEROX HOLDINGS CORP : Change in Directors or Principal Officers (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


On March 30, 2020, the Board of Directors ("Board") of Xerox Holdings
Corporation ("Holdings") approved the Xerox Holdings Corporation Performance
Incentive Plan (the "Plan"), subject to shareholder approval at Holding's Annual
Meeting of Shareholders held on May 21, 2020. A description of the Plan may be
found beginning on page 82 of Holding's 2020 definitive Proxy Statement under
"Proposal 4 - Approval of the Company's Performance Incentive Plan," the text of
which Proposal 4 is incorporated by reference herein. Our named executive
officers and other employees of Holdings and of any entity in which Holdings has
a significant equity interest are eligible to receive awards under the Plan, as
determined by the Compensation Committee of the Board. As reported in Holdings'
Current Report on Form
8-K
dated May 21, 2020, the Plan was approved by the shareholders at the 2020 Annual
Meeting of Shareholders. On May 28, 2020, the Plan was executed on behalf of
Holdings and became effective. A copy of the Plan is being filed as Exhibit 10.1
to this Current Report on Form
8-K.
Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.
 Exhibit
   No.                                  Description of Exhibit

   10.1            Xerox Holdings Corporation Performance Incentive Plan

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


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