Xerox Holdings Corporation — Form 8-K Summary
Business context and reporting period
The filing reports the results of Xerox Holdings Corporation’s 2023 Annual Meeting of Shareholders held on May 25, 2023. The report was signed and filed on May 31, 2023, under Item 5.07 of Form 8-K.
Financial and operating metrics
This filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating or financial performance metrics.
Meeting results and material actions
| Proposal | Result |
|---|---|
| Election of eight director nominees | All nominees elected. James L. Nelson received the lowest support, with 83,371,833 votes for and 41,061,399 against. |
| Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2023 | Approved, with 136,621,610 votes for and 3,198,371 against. |
| Advisory approval of 2022 named executive officer compensation | Approved, with 117,634,024 votes for and 6,849,282 against. |
| Advisory vote on frequency of future executive compensation votes | One-year frequency selected, with 115,592,847 votes for one year. |
| Amendment to the Performance Incentive Plan to increase authorized shares | Approved, with 120,677,126 votes for and 3,843,495 against. |
| Shareholder proposal to provide a shareholder right to ratify termination pay | Not approved, with 36,885,436 votes for and 87,415,135 against. |
Guidance, outlook, risks, and unusual items
The filing contains no financial guidance, management outlook, risk-factor updates, contingencies, or unusual financial items. The principal governance-related developments were approval of the incentive-plan amendment, continued annual advisory compensation voting, and rejection of the termination-pay proposal.
Important facts for investors to verify
- Confirm the final share increase authorized under the amended Performance Incentive Plan; the filing reports approval but does not state the number of additional shares.
- Consider the relatively lower support for director James L. Nelson compared with the other nominees.
- Note that shareholders selected annual advisory votes on executive compensation.
- Verify that PricewaterhouseCoopers LLP remains the company’s independent registered public accounting firm for 2023.