Item 5.02. Election of Directors; Departure of Directors
Xerox Holdings Corporation (the "Company") announced onNovember 12, 2021 thatAris Kekedjian has resigned from the Boards of Directors of the Company andXerox Corporation effectiveNovember 5, 2021 . The resignations were not the result of any disagreement with the Company orXerox Corporation . The Company further announced thatJesse A. Lynn has been appointed as a Director of the Company andXerox Corporation , effectiveNovember 11, 2021 , and thatMr. Lynn will serve as a member of the Corporate Governance Committee of the Board of Directors of the Company.Mr. Lynn will replaceMr. Kekedjian as one of the Icahn Designees under the Nomination and Standstill Agreement datedJanuary 26, 2021 by and amongThe Icahn Group and the Company.Mr. Lynn will receive the standard director compensation provided by the Company to its non-employee directors as described in the Company's Proxy Statement on Schedule 14A filed with theSecurities and Exchange Commission onApril 7, 2021 (pro-rated to reflect the period of actual service). As of the date hereof there are no transactions betweenMr. Lynn and the Company that would be reportable under Item 404(a) of Regulation S-K. - 2 -
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