🧾 What This Document Is

This is a Proxy Statement (DEF 14A) for Xerox Holdings Corp. It’s the official packet of information sent to shareholders ahead of the Annual Meeting on May 20, 2026. Its job is to explain what will be voted on and provide the details shareholders need to make informed decisions. Think of it as the company’s annual "meeting agenda" and "report card" rolled into one.

👉 In simple terms: If you own Xerox stock, this tells you what you're voting for and why the board recommends each vote.

🏢 What The Company Does

Xerox is famously known for printers and copiers, but today it’s a broader workplace technology company. It provides printers, digital services, IT solutions, and managed services to businesses. The company is in the middle of a major transformation it calls its "Reinvention," which includes integrating its recent acquisition of Lexmark (another printer company) and shifting towards more digital and IT services.

👉 Why it matters: Xerox is trying to evolve from a hardware-centric company into a modern digital services provider, which is a huge challenge affecting its entire strategy and structure.

🚀 Key Moves & Strategic Priorities

The filing highlights several major ongoing initiatives:

• The "Reinvention" Transformation: This is Xerox's overarching strategy to modernize. A key, difficult part of this was a targeted workforce reduction announced in October 2025. The company says this painful step was necessary to accelerate its transformation and position it for long-term growth.
• Integrating Lexmark: The acquisition of Lexmark is a massive operational focus. The Board even formed a special Integration Committee (chaired by director John Bruno) to oversee combining the two businesses and capture cost and revenue synergies.
• Executive Leadership Change: A new CEO, Louis J. Pastor, took the top job on March 31, 2026. He’s a company insider who held many senior roles (President, COO, Chief Transformation Officer, etc.) and is expected to lead the next phase of the Reinvention.

📦 Governance & Board Composition

You’re voting on the team that oversees the company.

• Proposal 1: Elect 9 Directors. The board slate includes a mix of longtime members and newer appointees (like Tami Erwin, former Verizon Business CEO, and John Roese, Dell's Chief AI Officer). They have skills in technology, M&A, finance, and business operations. The board says 78% of its members are independent.
• Board Leadership Structure: The roles of Chairman (Scott Letier) and CEO (Louis Pastor) are separate. The board believes this structure provides strong independent oversight while letting the CEO focus on operations.
• Key Shareholder Rights: The filing notes that shareholders owning 20% can call a special meeting, and a group owning 3% for 3 years can nominate directors to the proxy (proxy access).

👉 Why it matters: The board's expertise in tech and M&A is critical as Xerox navigates its digital reinvention and digests the Lexmark acquisition.

💰 Compensation & Incentive Plans

This is a major focus of the annual meeting.

• Proposal 3: Approve Executive Pay (Say-on-Pay). This is an advisory, non-binding vote on the 2025 compensation of the top executives. It's a chance for shareholders to signal approval or disapproval of how the company pays its leadership.
• Proposal 4: Increase the Equity Plan Share Reserve. The company wants to amend its 2024 Equity and Performance Incentive Plan to add more shares for future awards (options, stock grants, etc.). This is crucial for attracting, retaining, and motivating employees, especially during a transformation. More details on executive pay are in the "Compensation Discussion & Analysis" section, which breaks down the philosophy (e.g., pay-for-performance) and shows specific numbers for the CEO and others.

🌍 Corporate Social Responsibility (CSR)

Xerox highlights its long-standing commitments:

• Climate Goal: Aims to reach Net-Zero greenhouse gas emissions by 2040.
• Circular Economy: About 97% of returned supplies/parts in 2024 were recycled, reused, or remanufactured.
• Diversity & Inclusion: Reports that as of Dec. 31, 2025, about 30% of U.S. employees self-identified as diverse. They emphasize a culture of "Connection and Belonging."
• Workforce Update: Following the Lexmark deal, total employees grew 36% to about 22,900. Roughly 45% are in service roles.

📅 Other Important Proposals & Dates

• Proposal 2: Ratify the Auditor. Shareholders will vote to ratify the appointment of PricewaterhouseCoopers LLP (PwC) as the independent accounting firm for 2026. This is a standard, routine vote.
• Annual Meeting: Will be held in-person at 501 Merritt 7, Norwalk, CT, on May 20, 2026, at 9:00 AM ET. A webcast will be available for listening (not voting).
• Key Deadline: Beneficial owners who want to attend in person must request an admission ticket by May 12, 2026.

🧠 The Analogy

Imagine Xerox as a large, established ship (the classic print business) that's trying to retrofit itself into a modern, hybrid vessel (digital services) mid-voyage, while simultaneously docking and attaching a whole new section (Lexmark). The crew has been rearranged (new CEO, workforce reductions), and the shareholders' meeting is the annual conference where the captains (the Board) ask the ship's owners (shareholders) to approve the course, the repair budget (equity plan), and the captains' own pay, while also showing the ship's environmental report card.

🧩 Final Takeaway

This proxy captures Xerox at a critical inflection point. Shareholders are being asked to endorse the board and leadership guiding a complex, costly, and risky transformation of a legacy brand. The key votes are on approving the strategy (through the board), the incentive tools (the equity plan), and the pay for the executives executing it, all while the company is actively integrating a major acquisition and restructuring its workforce.