Xerox Holdings Corporation — Form 8-K Summary
Business context and reporting period
Xerox Holdings Corporation and Xerox Corporation filed a Form 8-K dated March 11, 2024, reporting amendments to the Officer Severance Program. The filing is not a periodic financial report and does not cover quarterly or annual operating results.
Key financial and operating metrics
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating metrics.
Material changes versus the prior program
- The program termination date was extended from December 31, 2024 to December 31, 2026, with automatic one-year renewals thereafter unless the company gives notice of termination.
- “Termination for good reason” was added as a payment trigger for eligible officers serving as Chief Executive Officer or President and Chief Operating Officer.
- For those two executives, outstanding equity awards may continue vesting following a termination for good reason or an involuntary termination other than for cause.
Severance terms, conditions, and contingencies
- Eligible officers generally may receive continued base salary for one year; the Chief Executive Officer may receive two years.
- Health and welfare benefits may continue at similarly situated active-employee rates during the salary-continuation period.
- A prorated annual incentive award may be payable for the year of termination.
- For eligible officers other than the Chief Executive Officer and President and Chief Operating Officer, continued equity vesting during the salary-continuation period is subject to Compensation Committee discretion.
- For the Chief Executive Officer and President and Chief Operating Officer, equity awards may continue vesting through the full award term, with performance awards remaining subject to the full performance period and payment based on actual performance.
- Benefits are conditioned on execution of a release of claims and non-compete and non-solicitation agreements.
Investor verification items
- Review Exhibit 10.1 for the complete definitions of “cause,” “good reason,” eligibility requirements, and detailed payment mechanics.
- Assess potential future severance and equity-vesting obligations for covered executives, particularly the Chief Executive Officer and President and Chief Operating Officer.
- Confirm whether the program is renewed or terminated after December 31, 2026.