xrx-20250409

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

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

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			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):


x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Xerox Holdings Corporation

YOUR VOTE IS VERY IMPORTANT

Dear Shareholders:

You are cordially invited to attend the 2025 Annual Meeting of Shareholders (Annual Meeting) of Xerox Holdings Corporation (Xerox), to be held at 9:00 a.m., Eastern Time, on Wednesday, May 21, 2025, 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 nine 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, 2025; (iii) approve, on an advisory basis, the 2024 compensation of our named executive officers; and (iv) approve an amendment to the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan to increase the share reserve.

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, 2025, “FOR” approval, on an advisory basis, of the 2024 compensation of our named executive officers, and "FOR" approval of an amendment to the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan to increase the share reserve.

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 9, 2025 and is first being distributed to shareholders on or about April 9, 2025.

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 2025 Annual Meeting of Shareholders of Xerox Holdings Corporation to be held at 9:00 a.m., Eastern Time, on Wednesday, May 21, 2025, 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 nine 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, 2025;

3.Approve, on an advisory basis, the 2024 compensation of our named executive officers; and

4.Approve an amendment to the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan to increase the share reserve.

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, 2025.

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 21, 2025.

The Proxy Statement and 2025 Annual Report are available at

www.xerox.com/investor

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 (844) 218-8384 (from the U.S. and Canada) or at (212) 468-5380 (from other locations) (Banks and Brokerage firms may call collect at (212) 468-5380). Alternatively, you can email HKL & Co., LLC at Xerox@hklco.com.

By order of the Board of Directors,

Flor M. Colón

Chief Legal Officer and Corporate Secretary

Norwalk, Connecticut

April 9, 2025

TABLE OF CONTENTS


NOTICE OF 2025 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
Board Q ualifications			4
Board Skills Matrix			4
2021 Nomination and Standstill Agreement			9
CORPORATE SOCIAL RESPONSIBILITY			10
Reaching Net Zero by 2040			10
Our Corporate Social Responsibility Goals			10
Connection and Belonging			10
C SR Reporting			11
CORPORATE GOVERNANCE			14
Code of Business Conduct and Ethics			14
Director Nomination Process			14
D irect or Onb oarding and Contin uing Education			14
Shareholder Proxy Access			14
S hare holder Nomination of Direct ors			14
Shareholder Right to Call a Special Meeting			15
Shareholder Action by Written Consent			15
Board Leadership Structure			15
Risk Oversight			15
Director Independence			16
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			16
Related Person

SEC Form DEF 14A filed by Xerox Holdings Corporation