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

On May 25, 2023, Xerox Holdings Corporation (the "Company") held its annual meeting of shareholders (the "2023 Annual Meeting"). Set forth below are the matters on which the Company's shareholders voted, along with final voting results, as reported by the Company's independent inspector of election.

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





Name                             For            Against         Abstain       Non-Votes
Steven J. Bandrowczak         122,486,524        1,964,603       370,547       15,290,362
Philip V. Giordano            122,739,541        1,689,770       392,368       15,290,362
Scott Letier                  122,865,543        1,559,834       396,302       15,290,362
Jesse A. Lynn                 114,896,528        9,517,336       407,815       15,290,362
Nichelle Maynard-Elliott      121,738,846        2,680,734       402,099       15,290,362
Steven D. Miller              117,297,318        7,129,281       395,080       15,290,362
James L. Nelson                83,371,833       41,061,399       388,447       15,290,362
Margarita Paláu-Hernández     120,991,623        3,404,733       425,323       15,290,362



    2.   Ratification of appointment of PricewaterhouseCoopers LLP as the
         Company's independent registered public accounting firm for 2023. The
         selection of PricewaterhouseCoopers LLP was ratified.



    For        Against    Abstain   Non-Votes
136,621,610   3,198,371   292,060       0



    3.   Approval, on an advisory basis, of the 2022 compensation of the Company's
         Named Executive Officers ("NEOs"), as defined and disclosed in Company's
         proxy statement in connection with the 2023 Annual Meeting. The 2022
         compensation of the Company's NEOs was approved, on an advisory basis.



    For        Against    Abstain   Non-Votes
117,634,024   6,849,282   338,373   15,290,362



    4.   Selection, on an advisory basis, of the frequency of future advisory
         votes on the compensation of the Company's NEOs. One year was selected as
         the frequency of future advisory votes on the compensation of the
         Company's NEOs, on an advisory basis.



  1 Year      2 Years    3 Years    Abstain   Non-Votes
115,592,847   167,499   8,828,752   232,581   15,290,362



    5.   Approval of an amendment to the Company's Performance Incentive Plan (the
         "Plan") to increase the total number of shares of common stock authorized
         and available for issuance under the Plan. The amendment to the Company's
         Plan was approved.



    For        Against    Abstain   Non-Votes
120,677,126   3,843,495   301,058   15,290,362



    6.   Shareholder proposal for shareholder right to ratify termination pay, if
         properly presented at the annual meeting. The proposal for the
         shareholder right to ratify termination pay was not approved.



   For        Against     Abstain   Non-Votes
36,885,436   87,415,135   521,108   15,290,362

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