XEROX HOLDINGS CORP : Submission of Matters to a Vote of Security Holders (form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On May 21, 2020, Registrant held its Annual Meeting of Shareholders.

(b) Shareholders voted on the matters set forth below as follows:

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

Name                              For            Against          Abstain        Non Votes
Jonathan Christodoro            94,057,629       76,789,145         169,140       13,042,348
Keith Cozza                    126,081,893       43,066,346       1,868,275       13,042,348
Joseph J. Echevarria           159,363,023       11,482,986         170,505       13,042,348
Nicholas Graziano              134,272,041       36,570,236         174,237       13,042,348
Cheryl G. Krongard             115,989,753       54,862,505         164,256       13,042,348
Scott Letier                   102,627,919       68,209,064         179,531       13,042,348
Giovanni ("John") Visentin     168,637,500        2,212,543         166,471       13,042,348

2. Ratification of selection of PricewaterhouseCoopers LLP as Registrant's independent registered public accounting firm for 2020. The selection of PricewaterhouseCoopers LLP was ratified.

    For        Against    Abstain   Non Votes
180,097,430   3,728,156   233,276       0


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3. Approval, on an advisory basis, of the 2019 compensation of Registrant's Named Executive Officers, as disclosed in Registrant's 2020 Proxy Statement. The 2019 compensation of Registrant's Named Executive Officers, as disclosed in Registrant's 2020 Proxy Statement, was approved on an advisory basis.

    For        Against      Abstain    Non Votes
112,353,990   57,486,182   1,176,342   13,042,348

4. Proposal to approve the Company's Performance Incentive Plan. The proposal to approve the Company's Performance Incentive Plan was approved.

    For        Against     Abstain    Non Votes
162,730,294   7,137,819   1,148,401   13,042,348


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