Business Context and Reporting Period
This Form 8-K Current Report, dated March 27, 2026, pertains to Xerox Holdings Corporation and Xerox Corporation. The filing announces significant executive leadership changes effective March 31, 2026, including the appointment of a new Chief Executive Officer and the departure of the incumbent CEO.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on executive compensation and personnel changes.
- New CEO Base Salary: $900,000 annually.
- New CEO Target Bonus: 150% of base salary.
- New CEO Long-Term Incentive (LTI): Target grant date fair value of $6 million for the 2026 cycle.
Material Changes
The primary material change is the transition of the Chief Executive Officer role:
- Appointment: Louis J. Pastor, previously President and Chief Operating Officer, is appointed CEO effective March 31, 2026. He is also appointed to the Board of Directors to fill the vacancy created by the departing CEO.
- Departure: Steven Bandrowczak is stepping down as CEO. He will receive severance benefits under the Officer Severance Program and continued vesting of restricted stock units on a prorated basis through March 31, 2028, contingent on signing a Release Agreement.
- Transition Terms: Mr. Bandrowczak is required to provide transition advisory services for 90 days post-departure and is subject to non-competition and non-solicitation covenants for 24 months.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. The document references standard executive risk contingencies related to severance agreements and change-in-control provisions but does not disclose new operational risks.
Investor Verification Checklist
- Verify the full text of the Offer Letter (Exhibit 10.1) for specific performance metrics tied to the $6 million LTI award.
- Review the General Release and Non-Competition Agreement (Exhibit 10.2) to confirm the specific scope of the 24-month non-compete restrictions.
- Confirm the status of the Release Agreement execution with Mr. Bandrowczak, as his severance and stock vesting are conditional upon this.
- Monitor the upcoming annual general meeting for the formal nomination and election of Mr. Pastor to the Board of Directors.