Xerox : 2024 Proxy Statement/Supplement to Proxy Statement

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 Filed by a Party other than the Registrant o

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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Filed by the Registrant x

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

• Definitive Proxy Statement

• Definitive Additional Materials
• Soliciting Material under §240.14a-12

_______________________________________________________________

XEROX HOLDINGS CORPORATION

(Name of Registrant as Specified In Its Charter)

_______________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

• No fee required.

• Fee paid previously with preliminary materials.
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Xerox Holdings Corporation

YOUR VOTE IS VERY IMPORTANT

Dear Shareholders:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (Annual Meeting) of Xerox Holdings Corporation (Xerox), to be held at 9:00 a.m., Eastern Time, on Wednesday, May 22, 2024, at 501 Merritt 7 in Norwalk, Connecticut. Your Board of Directors and management look forward to greeting those shareholders who are able to attend.

At the Annual Meeting you will be asked to consider and vote upon proposals to: (i) elect ten directors to our Board of Directors; (ii) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; (iii) approve, on an advisory basis, the 2023 compensation of our named executive officers; (iv) approve the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan; (v) consider a shareholder proposal relating to golden parachutes, if properly presented at the meeting; and (vi) consider a shareholder proposal requesting a director election resignation bylaw, if properly presented at the meeting.

Our Board unanimously recommends that you vote "FOR" all nominees for director, "FOR" ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, "FOR" approval, on an advisory basis, of the 2023 compensation of our named executive officers, "FOR" approval of the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan, "AGAINST" the shareholder proposal relating to golden parachutes, if properly presented at the meeting, and "AGAINST" the shareholder proposal requesting a director election resignation bylaw, if properly presented at the meeting.

Your vote is important - no matter how many or how few shares you may own. Whether or not you plan to attend the Annual Meeting, please submit your proxy as soon as possible. You may submit a proxy via the Internet, by telephone or, if applicable, by signing, dating, and mailing the proxy card. Specific instructions for shareholders of record who wish to use Internet or telephone proxy procedures are included in the enclosed Proxy Statement. Any shareholder attending the Annual Meeting may vote at the Annual Meeting even if a proxy has been returned.

The accompanying notice of meeting and the Proxy Statement provide specific information about the Annual Meeting and explain the various proposals. Please read these materials carefully.

Thank you for your continued support of Xerox. For the Board of Directors,

Scott Letier	Steven J. Bandrowczak
Chairman of the Board	Chief Executive Officer

The accompanying Proxy Statement is dated April 11, 2024 and is first being distributed to shareholders on or about April 11, 2024.

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NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 2024 Annual Meeting of Shareholders of Xerox Holdings Corporation to be held at 9:00 a.m., Eastern Time, on Wednesday, May 22, 2024, at 501 Merritt 7, Norwalk, CT 06851. We look forward to meeting our shareholders who are able to attend.

Shareholders will be asked to:

1. Elect each of the ten directors named in the enclosed Proxy Statement;
2. Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
3. Approve, on an advisory basis, the 2023 compensation of our named executive officers;
4. Approve the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan;
5. Consider a shareholder proposal relating to golden parachutes, if properly presented at the meeting; and
6. Consider a shareholder proposal requesting a director election resignation bylaw, if properly presented at the meeting.

Shareholders will also be asked to consider such other business as may properly come before the Annual Meeting.

Voting:

You are eligible to vote if you were a shareholder of record at the close of business on March 28, 2024.

Ensure that your shares are represented at the meeting by voting in one of several ways:

VIA THE INTERNET.

BY TELEPHONE.

BY MAIL.

AT THE ANNUAL MEETING.

Please review the Notice of Internet Availability of Proxy Materials or accompanying proxy card for voting instructions, and submit your proxy as soon as possible to ensure that your shares are represented, even if you plan to attend the Annual Meeting. Voting now will not limit your right to change your vote or to attend the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on May 22, 2024.

The Proxy Statement and 2024 Annual Report are available at

www.xerox.com/investor.

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If you have any questions or require assistance in voting your shares, you should call HKL & Co., LLC, Xerox's proxy solicitor for the Annual Meeting, toll-free at [phone] (from the U.S. and Canada) or at

1. 468-5380(from other locations) (Banks and Brokerage firms may call collect at [phone]). Alternatively, you can email HKL & Co., LLC at [e-mail].

By order of the Board of Directors,

Flor M. Colón

Chief Legal Officer and Corporate Secretary

Norwalk, Connecticut

April 11, 2024

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TABLE OF CONTENTS
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION ABOUT THE ANNUAL MEETING	1
The Annual Meeting	1
What is the purpose of the Annual Meeting?	1
How do I vote?	1
How does the Board recommend that I vote?	2
Who can attend the Annual Meeting? How do I attend the Annual Meeting?	2
How do I register for the Annual Meeting and receive an admission ticket?	3
PROPOSAL 1 - ELECTION OF DIRECTORS	4
Diversity and Tenure	4
Board Skills and Diversity Matrix	5
2021 Nomination and Standstill Agreements	10
CORPORATE SOCIAL RESPONSIBILITY	11
Reaching Net Zero by 2040	11
Our Corporate Social Responsibility Goals	11
Diversity, Inclusion, and Belonging	11
Environmental, Social, and Governance (ESG) Initiatives	12
CORPORATE GOVERNANCE	16
Code of Business Conduct and Ethics	16
Director Nomination Process	16
Board Diversity	16
Shareholder Proxy Access	17
Shareholder Right to Call a Special Meeting	17
Shareholder Action by Written Consent	17
Board Leadership Structure	17
Risk Oversight	18
Director Independence	18
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	19
BOARD OF DIRECTORS AND BOARD COMMITTEES	20
Committee Functions, Membership and Meetings	20
Attendance of Directors	22
SUMMARY OF DIRECTOR ANNUAL COMPENSATION	23
2023 Compensation of Directors	23
SECURITIES OWNERSHIP	25
DELINQUENT SECTION 16(a) REPORTS	27
EXECUTIVE COMPENSATION	28
Compensation Discussion and Analysis	28
Letter from the Committee Chair	28
Executive Summary	29
Say-on-Pay and Shareholder Engagement	29
Our Executive Compensation Guiding Principles	35
Process for Setting Compensation	38
2023 Compensation Actions	43
Governance of the Executive Compensation Program	48
Pension and Savings Plans	49
Perquisites and Personal Benefits	50
Change in Control Benefits	51
Employment and Separation	52

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Other Features of Our Executive Compensation Program	54
Certain Tax Implications of Executive Compensation	55
Compensation Committee Report	55
Summary Compensation Table	56
Grants of Plan-Based Awards in 2023	59
Outstanding Equity Awards at 2023 Fiscal Year-End	62
Option Exercises and Stock Vested in 2023	64
Pension Benefits for the 2023 Fiscal Year	64
Non-Qualified Deferred Compensation for the 2023 Fiscal Year	65
Potential Payments Upon Termination or Change in Control	66
Equity Compensation Plan Information	69
CEO Pay Ratio	70
Pay Versus Performance	71
OTHER INFORMATION	76
Indemnification Actions	76
Directors and Officers Liability Insurance and Indemnity	76
NON-GAAP FINANCIAL MEASURES	76
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC	82
ACCOUNTING FIRM
Principal Auditor Fees and Services	82
Audit Committee Report	82
PROPOSAL 3 - PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE 2023	84
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
PROPOSAL 4 - PROPOSAL TO APPROVE THE XEROX HOLDINGS CORPORATION 2024	85
EQUITY AND PERFORMANCE INCENTIVE PLAN
PROPOSAL 5 -SHAREHOLDER PROPOSAL RELATING TO GOLDEN PARACHUTES	92
PROPOSAL 6 - SHAREHOLDER PROPOSAL REQUESTING A DIRECTOR ELECTION	96
RESIGNATION BYLAW
OTHER MATTERS	98
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	99
Who is entitled to vote?	99
What is the difference between holding shares as a shareholder of record and as a beneficial	99
owner?
What is a proxy?	99
May I change or revoke my vote after I return my proxy?	99
How will my proxy be voted?	100
How many shares are required to be present to hold the Annual Meeting?	100
How many votes are required to approve each proposal?	100
What is a broker non-vote and how will it affect the voting?	101
Who will count the vote? Is my vote confidential?	101
When will the voting results be disclosed?	101
How are proxies solicited?	101
Why did I receive a notice in the mail regarding Internet availability of proxy materials instead of a	102
full set of printed proxy materials?
How can I electronically access the proxy materials?	102
What is the deadline to propose actions (other than Director nominations) for consideration at the	102
2025 Annual Meeting of Shareholders?
How may I recommend individuals to serve as Directors and what is the deadline for a Director	102
recommendation?
How may I nominate individuals to serve as Directors and what are the deadlines for a Director	103
nomination?

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How can I contact the Board?	103
What if multiple shareholders have the same address?	103
How may I obtain additional copies of the proxy materials?	104
Is there a list of shareholders entitled to vote at the Annual Meeting?	104
ANNEX A - Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan	105
PROXY CARD	119

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The words "anticipate", "believe", "estimate", "expect", "intend", "will", "plan", "should", "targeting", "projecting", "driving", and similar expressions, as they relate to us, our business or operations, our performance and/or our technology, are intended to identify forward-looking statements. These statements reflect management's current beliefs, assumptions, and expectations and are subject to a number of factors that may cause actual results to differ materially, including those factors that are set forth in Xerox and Xerox Corporation's combined Annual Report on Form 10-K for the year ended December 31, 2023, and Xerox's and Xerox Corporation's other filings with the U.S. Securities and Exchange Commission (SEC). These forward-looking statements speak only as of the date of the Proxy Statement or as of the date to which they refer, and Xerox and Xerox Corporation assume no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

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PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

The following are some of the questions that you may have about this proxy statement (Proxy Statement) and the answers to those questions. The information in this section does not provide all of the information that may be important to you with respect to this Proxy Statement. Therefore, we encourage you to read the entire Proxy Statement, which was first made available on or about April 11, 2024, for more information about these topics.

The Annual Meeting

The 2024 Annual Meeting of Shareholders (Annual Meeting) of Xerox Holdings Corporation (Xerox or the Company), will be held beginning at 9:00 a.m., Eastern Time, at 501 Merritt 7 in Norwalk, Connecticut, on Wednesday, May 22, 2024.

What is the purpose of the Annual Meeting?

At the Annual Meeting shareholders will consider and vote on the following matters:

1. Election of the ten nominees named in this Proxy Statement to our Board of Directors (Board), each for a term of one year;
2. Ratification of the appointment of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
3. Approval, on an advisory basis, of the 2023 compensation of our named executive officers;
4. Approval of the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan;
5. Consideration of a shareholder proposal relating to golden parachutes, if properly presented at the meeting; and
6. Consideration of a shareholder proposal requesting a director election resignation bylaw, if properly presented at the meeting.

Shareholders will also be asked to consider any other business that may properly come before the Annual Meeting. In addition, our management will respond to appropriate questions from shareholders.

How do I vote?

Beneficial owners will receive a separate Notice of Internet Availability of Proxy Materials (Notice) with voting instructions from the bank, broker or other holder of record where the shares of common stock, par value $1.00 per share of the Company (Common Stock), or Series A Preferred Stock, par value $1.00 per share, are held. Beneficial owners should follow the instructions from their bank, broker or other holder of record for their shares to be voted. If you hold your shares through a broker, bank, or other nominee and wish to vote your shares at the Annual Meeting, you must obtain a "legal proxy" from your broker, bank, or other nominee in order to vote your shares.

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Registered shareholders can vote in any one of four ways:

BY INTERNET

If you have Internet access, you may vote your shares by following the "Vote by Internet" instructions included in the Notice or on the proxy card you may have received. If you vote via the Internet, do notreturn your proxy card.

BY MAIL

If you received written materials, you may vote by completing and signing the proxy card enclosed with this Proxy Statement and promptly mailing it in the enclosed postage-prepaid envelope. The shares you own will be voted according to your instructions on the proxy card you mail. If you sign and return your proxy card but do not indicate your voting instructions on one or more of the matters listed, the shares you own will be voted by the named proxies in accordance with the recommendations of our Board.

BY TELEPHONE

If you received written materials, you may vote your shares by following the "Vote by Telephone" instructions on the enclosed proxy card. If you vote by telephone, do notreturn your proxy card.

AT THE ANNUAL MEETING

We will distribute written ballots to any shareholder of record or authorized representative of a shareholder of record who wants to vote in person at the Annual Meeting instead of by proxy. If you submit a proxy or voting instructions via the Internet, telephone or mail, you do not need to vote at the Annual Meeting. Voting in person will revoke any proxy previously given. If you hold your shares through a broker, bank, or other nominee, you must obtain a legal proxy from your broker, bank, or nominee for you to vote at the Annual Meeting. See below under "How can I attend the Annual Meeting?"

If you vote by Internet, telephone or mail, you authorize each of the three directors, whose names are listed on the proxy card accompanying this Proxy Statement, to act as your proxies to represent you and vote your shares as you direct.

How does the Board recommend that I vote?

The Board recommends that you vote:

• "FOR" the election of each of the ten directors named in this Proxy Statement;
• "FOR" the ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
• "FOR" the approval, on an advisory basis, of the 2023 compensation of our named executive officers;
• "FOR" the approval of the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan;
• "AGAINST" a shareholder proposal relating to golden parachutes, if properly presented at the meeting; and
• "AGAINST" a shareholder proposal requesting a director election resignation bylaw, if properly presented at the meeting.

Who can attend the Annual Meeting? How do I attend the Annual Meeting?

Only shareholders of record of our Common Stock and Series A Preferred Stock at the close of business on March 28, 2024, (the "Record Date") or persons holding a valid proxy for the Annual Meeting have a right to attend the Annual Meeting. In-person admission to the Annual Meeting will be on a first-come,first-served basis. We reserve the right to restrict admission to the meeting or limit the number of representatives for any entity that may be admitted to the meeting for security or health and safety reasons, at our sole discretion.

Registered shareholders will be admitted to the Annual Meeting upon providing a valid form of government- issued photo identification, such as a driver's license or passport. Your name will be verified against the list of shareholders of record on the Record Date prior to your admission to the Annual Meeting.

Beneficial owners will be admitted to the Annual Meeting upon providing your most recent brokerage statement, along with a valid form of government-issued photo identification, such as a driver's license or passport, and an admission ticket. Please see "How do I register for the Annual Meeting and receive an admission ticket?" If you

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own shares in street name and wish to vote those shares at the Annual Meeting, you must obtain a "legal proxy" from your broker, bank or nominee.

No cameras, recording equipment, large bags, or packages will be permitted at the Annual Meeting. The use of cell phones, smart phones, tablets, and other personal communication devices for any reason during the Annual Meeting is strictly prohibited.

A live audio-only webcast of the Annual Meeting will be available at www.news.xerox.com/investors for shareholders that wish to listen to the meeting as a guest. You will not be able to vote your shares or submit questions during the meeting if you listen to the meeting through the webcast.

In the event that it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting in additional proxy materials filed with the SEC and included on our investor website at www.news.xerox.com/investors as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor the www.news.xerox.com/investors website for updated information.

If you have any further questions regarding admission to the Annual Meeting, please call Xerox Shareholder Services at [phone].

How do I register for the Annual Meeting and receive an admission ticket?

To ensure that we are able to accommodate all shareholders that seek to attend while also administering our special health and safety protocols in an orderly fashion, we are requiring beneficial owners that wish to attend the Annual Meeting in person to request an admission ticket in advance by calling Xerox Shareholder Services at [phone], or by mailing a written request, along with proof of your ownership of our Common Stock or Series A Preferred Stock as of the Record Date, to Xerox Holdings Corporation, Shareholder Services, 201 Merritt 7, Norwalk, CT 06851 - Attention Corporate Secretary.

All calls and written requests for admission tickets must be received by no later than the close of business on May 13, 2024.

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