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 (Amendment No.                )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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):

Xerox Holdings Corporation

YOUR VOTE IS VERY IMPORTANT

Dear Shareholders:

You are cordially invited to attend the 2022 Annual Meeting of Shareholders of Xerox Holdings Corporation (Xerox), to be held at 9:00 a.m., eastern time, on Thursday, May 19, 2022, at 401 Merritt 7 in Norwalk, Connecticut. We intend to hold our Annual Meeting in person, however, we are actively monitoring the coronavirus (COVID-19) situation and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state and local government and health authorities may impose. In the event that it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting in additional proxy materials filed with the SEC and included on our investor website www.news.xerox.com/investors as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor the www.news.xerox.com/investors website for updated information. As always, we encourage you to vote your shares prior to the Annual Meeting.

At the Annual Meeting, you will be asked to consider and vote upon proposals to: (i) elect eight 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, 2022; (iii) approve, on an advisory basis, the 2021 compensation of our named executive officers; (iv) approve an amendment to the Company’s amended and restated Certificate of Incorporation to permit shareholders to act by written consent; (v) consider a shareholder proposal to give shareholders the right to call a special meeting of shareholders, if properly presented at the Annual Meeting; and (vi) consider such other business as may properly come before the Annual Meeting. (We note that the Company has already amended its By-Laws to permit shareholders holding a combined 20% of the Company’s voting stock to call a special meeting of shareholders.)

Confident in the direction and future of Xerox, directors Keith Cozza and Cheryl G. Krongard have decided not to stand for reelection to the Board. We thank them for their many significant contributions in helping to guide the transformation of our Company.

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, 2022, “FOR” the non-binding executive compensation proposal, “FOR” approval of the amendment of the Company’s amended and restated Certificate of Incorporation to permit shareholders to act by written consent, and “AGAINST” the shareholder proposal for shareholder right to call a special shareholder meeting, if properly presented at the Annual Meeting. (We note that the Company has already amended its By-Laws to permit shareholders holding a combined 20% of the Company’s voting stock to call a special meeting of shareholders.)

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,

The accompanying Proxy Statement is dated April 6, 2022 and is first being distributed to shareholders on or about April 6, 2022.

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

You are cordially invited to attend the 2022 Annual Meeting of Shareholders of Xerox Holdings Corporation to be held at 9:00 a.m., eastern time, on Thursday, May 19, 2022 at 401 Merritt 7, Norwalk, CT 06851.

We intend to hold our Annual Meeting of Shareholders in person. However, we are actively monitoring the coronavirus (COVID-19) situation and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state and local government and health authorities may impose. In the event that it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting by press release as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we decide to modify the structure of our Annual Meeting of Shareholders, we will announce alternative arrangements for the meeting in additional proxy materials filed with the SEC and included on our investor website www.news.xerox.com/investors).

Shareholders will be asked to:

(We note that the Company has already amended its By-Laws to permit shareholders holding a combined 20% of the Company’s voting stock to call a special meeting of shareholders.)

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 25, 2022.

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 19, 2022.

The Proxy Statement and 2021 Annual Report are available at

www.edocumentview.com/XRX or www.xerox.com/investor.

If you have any questions or require assistance in voting your shares, you should call Harkins Kovler, 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 Harkins Kovler, LLC at Xerox@HarkinsKovler.com.

By order of the Board of Directors,

Louis J. Pastor

Executive Vice President, Chief Corporate Development Officer and Chief Legal Officer

Norwalk, Connecticut

April 6, 2022

TABLE OF CONTENTS

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “plan”, “should”, “targeting”, “projecting”, “driving” and similar expressions, as they relate to us, our business or operations, our performance and/or our technology, are intended to identify forward- looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially, including those factors that are set forth in Xerox’s and Xerox Corporation’s combined Annual Report on Form 10-K for the year ended December 31, 2021 and Xerox’s and Xerox Corporation’s other filings with the U.S. Securities and Exchange Commission (SEC). These forward-looking statements speak only as of the date of the Proxy Statement or as of the date to which they refer, and Xerox and Xerox Corporation assume no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

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PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

The following are some of the questions that you may have about this proxy statement (Proxy Statement) and the answers to those questions. The information in this section does not provide all of the information that may be important to you with respect to this Proxy Statement. Therefore, we encourage you to read the entire Proxy Statement, which was first made available on or about April 6, 2022, for more information about these topics.

The Annual Meeting

The 2022 Annual Meeting of Shareholders (Annual Meeting) of Xerox Holdings Corporation (Xerox or the Company), will be held beginning at 9:00 a.m., local time, at 401 Merritt 7 in Norwalk, Connecticut, on Thursday, May 19, 2022. We intend to hold our Annual Meeting in person, however, we are actively monitoring the coronavirus (COVID-19) situation and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state and local government and health authorities may impose. In the event that it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting in additional proxy materials filed with the SEC and included on our investor website www.news.xerox.com/investors as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor the www.news.xerox.com/investors website for updated information. As always, we encourage you to vote your shares prior to the Annual Meeting.

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will consider and vote on the following matters:

(We note that the Company has already amended its By-Laws to permit shareholders holding a combined 20% of the Company’s voting stock to call a special meeting of shareholders.)

Shareholders will also be asked to consider any other business that may properly come before the Annual Meeting. In addition, our management will respond to appropriate questions from shareholders.

How do I vote?

Beneficial owners will receive a separate Notice of Internet Availability of Proxy Materials (Notice) with voting instructions from the bank, broker or other holder of record where the shares of common stock, par value $1.00 per share of the Company (Common Stock), or Series A Preferred Stock, par value $1.00 per share, are held that must be followed in order for those shares to be voted. Beneficial owners should follow the instructions from their bank, broker or other holder of record in order for their shares to be voted. If you hold your shares through a broker, bank, or other nominee and wish to vote at the Annual Meeting, you must obtain a “legal proxy” from your broker, bank, or other nominee for you to vote at the Annual Meeting (and not your broker, bank or nominee).

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Registered shareholders can vote in any one of four ways:

If you vote by Internet, telephone or mail, you authorize each of the three directors, whose names are listed on the proxy card accompanying this Proxy Statement, to act as your proxies to represent you and vote your shares as you direct.

How does the Board recommend that I vote?

The Board recommends that you vote:

(We note that the Company has already amended its By-Laws to permit shareholders holding a combined 20% of the Company’s voting stock to call a special meeting of shareholders.)

Who can attend the Annual Meeting? How do I attend the Annual Meeting?

Only shareholders of record of our common stock and Series A Preferred Stock at the close of business on March 25, 2022 (the “Record Date”) or persons holding a valid proxy for the Annual Meeting have a right to attend the Annual Meeting. In-person admission to the Annual Meeting will be on a first-come, first-served basis. We reserve the right to restrict admission to the meeting or limit the number of representatives for any entity that may be admitted to the meeting for security or health and safety reasons at our sole discretion.

Registered shareholders will be admitted to the Annual Meeting upon providing a valid form of government-issued photo identification, such as a driver’s license or passport. Your name will be verified against the list of shareholders of record on the Record Date prior to your admission to the Annual Meeting.

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Beneficial owners will be admitted to the Annual Meeting upon providing your most recent brokerage statement, along with a valid form of government-issued photo identification, such as a driver’s license or passport, and an admission ticket. Please see “How do I register for the Annual Meeting and receive an admission ticket?” If you own shares in street name and wish to vote those shares at the Annual Meeting, you must obtain a “legal proxy” from your broker, bank or nominee.

In addition, we may need to institute special precautions in light of the COVID-19 pandemic to protect the health and safety of our directors, employees and shareholders seeking to attend the Annual Meeting. We may require precautions including, among other protocols, temperature checks and symptom and exposure screening, social distancing, masks, and other safety protocols in accordance with any then-required federal, state and local guidelines or our own protocols. We will require all attendees to comply with such protocols, which we expect to be communicated to registered attendees in advance of the Annual Meeting. If you cannot comply with the special health and safety precautions in effect at the time of the Annual Meeting, you will not be admitted to the meeting. Attendees who disrupt or impede the meeting, do not comply with the special health and safety protocols or other precautions or breach the rules of conduct may be removed from the meeting. No cameras, recording equipment, large bags or packages will be permitted in the Annual Meeting. The use of cell phones, smart phones, tablets and other personal communication devices for any reason during the Annual Meeting is strictly prohibited.

A live audio-only webcast of the Annual Meeting will be available at www.news.xerox.com/investors for shareholders that wish to listen to the meeting as a guest. You will not be able to vote your shares or submit questions during the meeting if you listen to the meeting through the webcast.

In the event that it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting in additional proxy materials filed with the SEC and included on our investor website www.news.xerox.com/investors promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor the www.news.xerox.com/investors website for updated information.

If you have any further questions regarding admission to the Annual Meeting, please call Xerox Shareholder Services at +1 (203) 849-2315.

How do I register for the Annual Meeting and receive an admission ticket?

To ensure that we are able to accommodate all shareholders that seek to attend while also administering our special health and safety protocols in an orderly fashion, we are requiring beneficial owners that wish to attend the Annual Meeting in person to please request an admission ticket in advance by calling Xerox Shareholder Services at (203) 849-2315 or by mailing a written request, along with proof of your ownership of our Common Stock or Series A Preferred Stock as of the Record Date, to Xerox Holdings Corporation, Shareholder Services, 201 Merritt 7, Norwalk, CT 06851-1056 — Attention Corporate Secretary.

All calls and written requests for admission tickets must be received by no later than the close of business on May 9, 2022.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Shareholders annually elect directors to serve for one year and until their successors have been elected and have been qualified. Based on the director nomination process described below, the eight persons whose biographies appear below have been nominated by the Board to serve as directors based on the recommendation of the Corporate Governance Committee.

Confident in the direction and future of Xerox, directors Keith Cozza and Cheryl G. Krongard have decided not to stand for reelection to the Board. We thank them for their many significant contributions in helping to guide the transformation of our Company. Pursuant to our By-Laws, the Board has reduced the size of the Board from ten to eight effective at the Annual Meeting.

Three of the director nominees, Messrs. Jesse A. Lynn, Steven D. Miller, and James L. Nelson, are being nominated by the Board pursuant to the Nomination and Standstill Agreement dated January 26, 2021 between the Company and Carl C. Icahn and certain of his affiliates. Mr. Scott Letier is being nominated by the Board pursuant to the Nomination and Standstill Agreement dated January 26, 2021 between the Company and Darwin Deason. See “2021 Nomination and Standstill Agreements” for further information.

Each nominee brings to us valuable experience from a variety of fields. The biographical information presented regarding each nominee’s specific experience, qualifications, attributes, and skills led our Board to the conclusion that he or she should serve as a director. We believe that each of the nominees has demonstrated business acumen, an ability to exercise independent and sound judgment, an understanding of the Company’s business environment and a commitment to serve the Company and our Board. We also value their significant experience on other public company boards of directors and board committees. The Board has determined that each of the nominees (other than John Visentin, Vice Chairman and Chief Executive Officer of the Company) is independent under The Nasdaq Stock Market LLC (Nasdaq) corporate governance rules and the Company’s independence standards.

It is expected that all nominees proposed by our Board will be able to serve on the Board if elected. Although not anticipated, if for any reason, a nominee is unable to serve, the proxies may use their discretion to vote for a substitute nominated by the Board.

Diversity and Tenure

The Board is continuously seeking highly-qualified, diverse candidates to add to the range of skills and experiences represented on our Board. The eight individuals nominated for election at our 2022 Annual Meeting bring valuable diversity to the Board. Two of the eight director nominees are women. Two of our nominees are Hispanic or Latinx and one is African American. The eight director nominees range in age from 33 to 72. In addition, each director nominee contributes to the Board’s overall diversity by providing a variety of perspectives, personal and professional experiences and backgrounds. The tenure of the directors who are standing for election at this Annual Meeting averages approximately two and a half years.

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Board Skills and Diversity Matrix

As a Nasdaq-listed company, as of September 2022, the Company will be required to disclose Board level diversity statistics using a Nasdaq-mandated form of matrix. The information provided in the below matrix also includes the key qualifications, skills and attributes that each of our director nominees possesses that were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director does not possess that qualification or skill or that other qualities were not also considered; rather, a mark indicates a specific area of focus or expertise on which the Board relied most heavily. Each director nominee’s biography below describes his or her qualifications and relevant experience in more detail.

Board Skills and Diversity Matrix

(As of April 6, 2022)

In addition to the qualifications, skills and attributes referenced above, we have provided below the principal occupation and other information about the relevant experience, qualifications, attributes, or skills that the Board has concluded qualify each of the nominees to serve as a director of the Company. Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. Certain terms used in the biographies may be unfamiliar to you, so we are defining them here.

Xerox securities owned means the Company’s Common Stock, including vested Deferred Stock Units (DSUs) issued under the 2021 Amendment and Restatement of the 2004 Equity Compensation Plan for Non-Employee Directors, as amended (2004 Directors Plan).

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Options/Rights means unvested DSUs and restricted stock units (RSUs) issued under the 2004 Directors Plan and unvested RSUs, earned performance share units (PSUs) and stock options awarded under the 2019 Amendment and Restatement of the Xerox Holdings Corporation Performance Incentive Plan, as amended (2004 Performance Incentive Plan) and/or Xerox Holdings Corporation Performance Incentive Plan, as amended (2020 Performance Incentive Plan), as applicable.

Immediate family means the spouse, the minor children and any relatives sharing the same home as the nominee.

Unless otherwise noted, all Xerox securities held are owned beneficially by the nominee. Beneficial ownership means he or she has or shares voting power and/or investment power with respect to the securities, even though another name (that of a broker, for example) may appear in the Company’s records. All ownership figures are as of February 28, 2022.

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Other Directorships (past 5 years): The Bank of New York Mellon Corporation (since 2015, independent Chair since 2019); Pfizer Inc. (since 2015); Unum Group (since 2016).

Other Background: Mr. Echevarria served as Chief Executive Officer of Deloitte LLP, a global provider of professional services, from 2011 until his retirement in August 2014. He joined the Deloitte U.S. Firms in 1978. During his tenure with Deloitte he held increasingly senior leadership positions prior to being named CEO, including U.S. Managing Partner and Chief Operating Officer, Deputy Managing Partner, and Southeast Region Audit Managing Partner. His leadership responsibilities extended to approximately 70,000 professionals in nearly 90 U.S. cities and India. In addition, he oversaw the U.S. owned consulting businesses in Germany, Mexico, China, and Brazil. He also served on key boards and committees within Deloitte and its member firm network, including chair of the U.S. Executive and Americas Executive committees and memberships on the U.S. and global boards. In addition to the public company board service noted above, Mr. Echevarria currently serves as a Trustee and Senior Advisor to the President of the University of Miami, where he is also Acting Chief Executive Officer of the University of Miami Health System. He was formerly a member of President Obama’s Export Council, the principal national advisory committee on international trade, and President Obama’s Commission on Election Administration. He also serves as the Chair Emeritus of President Obama’s My Brother’s Keeper Alliance and as an advisor to the Obama Foundation.

Mr. Echevarria brings to the Board significant experience in finance, accounting, international business, leadership, and risk management skills relevant to Xerox acquired through his leadership at Deloitte. Mr. Echevarria’s financial acumen, including his significant previous audit experience, expertise in accounting issues and service on the audit committee on the boards of other publicly traded companies is an asset to the Board and the Audit Committee. He also brings public policy perspectives from his government service, which includes his public service on the President’s Private Export Council.

Other Directorships (past 5 years): Conduent Incorporated (since 2018); serves on various private company boards of directors, including MV Transportation; Colvin Resources Group; Grow 52, LLC (dba Gardenuity); Fund Advisory Board of Griffis Residential.

Other Background: Mr. Letier has been Managing Director of Deason Capital Services, LLC (“DCS”), the family office for Darwin Deason, since July 2014. Prior to joining DCS, Mr. Letier was the Managing Director of JFO Group, LLC, the family office for the Jensen family, from September 2006 to July 2014. Mr. Letier has over 20

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years of prior leadership roles serving as a private equity investment professional and chief financial officer, and began his career in the audit group at Ernst & Whinney (now Ernst & Young). Mr. Letier has served on numerous boards in the past, and currently serves as Chair of the Board of Directors of Conduent Incorporated, a provider of business process outsourcing services, and on the boards of directors of several private companies, including MV Transportation, Inc., the leading provider of para-transit services and the largest privately owned passenger transportation contracting firm in the United States, Colvin Resources Group, a Dallas based search and staffing firm, and Grow 52, LLC (dba Gardenuity), a tech enabled retailer, and serves on the fund advisory board of Griffis Residential, a Denver based multi-family real estate management and investment firm. Mr. Letier also serves as Treasurer, board member, executive committee member, and Chairman of the audit and finance committees of the Dallas College Foundation. Mr. Letier is a Certified Public Accountant and has a B.B.A. with a concentration in accounting from the Southern Methodist University — Cox School of Business.

With over 25 years of prior leadership roles and service on other company boards and committees, Mr. Letier brings to the Board expertise relevant to Xerox, including his significant audit experience and investment and financial expertise serving as a private equity investment professional and chief financial officer.

Other Directorships (past 5 years): FirstEnergy Corp. (since 2021); Conduent Incorporated (since 2019); Cloudera, Inc. (2019-2021); Herbalife Nutrition Ltd (2014-2021); The Manitowac Company, Inc. 2015-2018).

Other Background: Jesse A. Lynn has been General Counsel of Icahn Enterprises L.P. (NASDAQ: IEP), a diversified holding company engaged in a variety of businesses, including investment, energy, automotive, food packaging, real estate, home fashion and pharma, since 2014. Mr. Lynn has also served as Chief Operating Officer of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, since April 2021. From 2004 to 2014, Mr. Lynn was Assistant General Counsel of Icahn Enterprises. Prior to joining Icahn Enterprises, Mr. Lynn worked as an associate at the law firms of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. from 2000 until 2004 and Gordon Altman Butowsky Weitzen Shalov & Wein from 1996 to 2000. Mr. Lynn has been a director of: FirstEnergy Corp., an electric utility, since March 2021; and Conduent Incorporated, a provider of business process outsourcing services, since April 2019. Mr. Lynn was previously a director of: Cloudera, Inc., a provider of enterprise data cloud services, from August 2019 through October 2021; Herbalife Nutrition Ltd., a nutrition company, from April 2014 to January 2021; and The Manitowoc Company, Inc., a capital goods manufacturer, from April 2015 to February 2018. Carl C. Icahn has or previously had non-controlling interests in each of FirstEnergy, Conduent, Cloudera, Herbalife and Manitowoc through the ownership of securities.

Mr. Lynn brings to the Board legal and financial expertise gained both in private practice as well as his positions with Icahn Enterprises and his experience as a director of other public companies.

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Other Directorships (past 5 years): Element Solutions Inc. (since 2018); Lucid Group, Inc. (since 2021).

Other Background: Ms. Maynard-Elliott was Executive Director, Mergers & Acquisitions, for Praxair, Inc., a worldwide industrial gases company, from July 2011 to May 2019, where among other things, she advised Praxair on its $90 billion merger in 2018 with the Linde Group. She was responsible for evaluating and negotiating global acquisitions, divestitures, joint ventures, and other business combinations. Ms. Maynard- Elliott joined Praxair in 2003. Prior to Praxair, Ms. Maynard-Elliott served as an associate at the law firms of Kelley Drye & Warren, Pryor Cashman, and Weil, Gotshal & Manges. Ms. Maynard-Elliott has served as an independent director of Element Solutions Inc., a global specialty chemicals firm, since 2018 and currently serves as Chair of its Audit Committee. Ms. Maynard-Elliott has served as an independent director of Lucid Group, Inc., a manufacturer of electric vehicles, since 2021 and currently serves as a member of its Nomination and Governance Committee. She has also been a trustee of The Advisor’s Inner Circle Fund III since 2021.

With over 25 years of extensive financial and legal experience in mergers and acquisitions, business development and strategic alliances, Ms. Maynard-Elliott has a proven track record of creating shareholder value and this makes her a valuable addition to the Board. In addition, over the course of her executive and legal careers, Ms. Maynard-Elliott has been actively involved in seeking to influence and develop diversity and inclusion cultures in traditionally white male-dominated environments.

Other Directorships (past 5 years): Conduent Incorporated (since February 2021); Bausch Health Companies Inc. (since March 2021).

Other Background: Mr. Miller has been a portfolio manager for Icahn Capital L.P., a subsidiary of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate, and home fashion, since October 2020. He is responsible for analysis and engagement in connection with investments by Icahn Capital in public securities. Prior to joining Icahn Capital, Mr. Miller was an analyst in the New York office of BlueMountain Capital Management, LLC from 2013 to 2019. From 2011 to 2013, he was an analyst in the New York office of Goldman, Sachs & Co. Mr. Miller has served as a director of: Conduent Incorporated, a provider of business process outsourcing services, since February 2021, where he serves on the Finance Committee (chair) and Audit Committee; and Bausch Health Companies since March 2021, where serves on the Finance and Transactions Committee and the Special Transactions Committee. Carl C. lcahn has a non-controlling interest in each of Conduent Incorporated and Bausch Health Companies Inc. Mr. Miller brings to the Board his investment and financial expertise, experience with complex debt matters and experience serving as an investment professional.

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Other Directorships (past 5 years): Chewy (since 2021); Roman DBDR Tech Acquisition Corp. (2020-2021); Herbalife Nutrition Ltd. (2014-2021); Caesars Entertainment Corporation, a casino-entertainment company (2019-2020); Icahn Enterprises GP (2001-2019); New York REIT, Inc. (2015-2017).

Other Background: Mr. Nelson currently serves as the Chief Executive Officer of Global Net Lease, Inc. (GNL), a publicly-traded real estate investment trust, a position he has held since July of 2017, and, since March of 2017, as a director of GNL. He previously served as a member of GNL’s audit committee. He also currently serves as a director of Chewy, Inc., an online retailer of pet foods and other pet-related products, where he is Chair of the Audit Committee. Mr. Nelson previously served as a director for Roman DBDR Tech Acquisition Corp., a special purpose acquisition company, or SPAC, formed for the purpose of effecting a business combination with one or more businesses with a focus on companies in the technology, media and telecom industries, from 2020 to 2021; Herbalife Nutrition Ltd. from 2014 to January 2021, where he was lead director from 2019 to 2021 and a member of the Audit Committee; Caesars Entertainment Corporation, a casino-entertainment company, from March 2019 to October 2020, where he was a member of the Audit Committee; Icahn Enterprises GP from June 2001 to March 2019, where he was a member of the Audit Committee; New York REIT, Inc. from November 2015 until June 2017; Viskase Companies, Inc. from April 2003 through April 2010; American Entertainment Properties Corp. from December 2003 until March 2013; Tropicana Entertainment Inc. from March 2010 until May 2014; Orbitex Financial Services Group from August 1995 until March 2001; Cequel Communications, an owner and operator of a large cable television system, from April 2008 to November 2012; Take Two Interactive Software, Inc. a publisher, developer, and maker of video games and video game peripherals, from April 2010 through November 2013; and Voltari Corporation (f.k.a. Motricity Inc.) from June 2011 to September 2015, where he was Chairman of Voltari’s board of directors from January 2012 to September 2015. Carl C. Icahn had controlling interests in Herbalife Nutrition Ltd., Caesar’s Entertainment Corporation, and Tropicana Entertainment Inc. Mr. Nelson also previously served as Chairman and Chief Executive Officer of Eaglescliff Corporation, a specialty investment banking, consulting and wealth management company, from 1986 until 2009; Chairman and Chief Executive Officer of Orbit Aviation, Inc., a company engaged in the acquisition and completion of Boeing Business Jets for private and corporate clients, from March 1998 through 2003; and Chief Executive Officer and co-chairman of Orbitex Management, Inc., a financial services company in the mutual fund sector, from August 1995 until July 1999.

With over 25 years of prior leadership roles and service on other company boards and committees, Mr. Nelson brings to the Board expertise relevant to Xerox, including his significant audit experience and his investment and financial expertise from serving as a director and chief executive officer.

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Other Directorships (past 5 years): Conduent Incorporated (since 2019); Herbalife Nutrition, Ltd. (2018-2021); Occidental Petroleum (since 2020); ALJ Regional Holdings, Inc. (2015 to 2019); Apartment Income REIT Corporation (since 2021).

Other Background: In 1988, Ms. Paláu-Hernández founded Hernández Ventures, where she currently serves as Chief Executive Officer. Hernández Ventures is a privately held entity engaged in the acquisition and management of a variety of domestic and international business interests. Ms. Paláu-Hernández served as United States Representative to the United Nations General Assembly 73rd Session from 2018 to 2019 with the personal rank of Ambassador. Ms. Paláu-Hernández has served as a director of: Conduent Incorporated, a provider of business process outsourcing services, since 2019, where she is Chair of the Corporate Governance Committee and a member of the Compensation Committee; and Occidental Petroleum since 2020, where she is a member of the Executive Compensation and Environmental Health & Safety Committees; and Apartment Income REIT Corporation since 2021, where she is a member of the Audit, Compensation and Human Resources, and Governance and Corporate Responsibility Committees. From 2018 to 2021, she served as a director of Herbalife Nutrition, Ltd., where she was member of the Compensation, Audit and Environmental, Social & Governance Committees. From 2015 to 2019, she served as a director of ALJ Regional Holdings, Inc., a company focused on acquiring and operating customer service-based businesses, where she was a member of the Compensation, Nominating and Corporate Governance Committees. Ms. Paláu-Hernández also currently serves on the following boards: Vice Chair, National Museum of the American Latino at the Smithsonian since 2021; Chair, Smithsonian National Latino Board since 2016; Chair, Yale School of Management Council of Global Advisors since 2016; Ex-Officio, Yale School of Management Board of Advisors, Ex-Officio, since 2016; and Member, Ronald Reagan UCLA Medical Board of Advisors since 2020. Ms. Paláu-Hernández is a trustee emeritus of UCLA School of Law Board of Advisors and University of San Diego Board of Trustees.

With over 30 years of experience, Ms. Paláu-Hernández brings to the Board expertise relevant to Xerox, including her significant entrepreneurial experience in setting up companies and her leadership, global business, and financial expertise from serving on the boards of other public companies.

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Other Directorships (past 5 years): Presidio, Inc., Chairman of the Board of Directors (February 2015 to November 2017).

Other Background: Mr. Visentin joined Xerox as Vice Chairman and CEO in May 2018. Prior to joining Xerox, Mr. Visentin served as a senior advisor to the chairman of Exela Technologies from August 2017 to May 2018, an operating partner for Advent International from September 2017 to May 2018 and a consultant to Icahn Capital in connection with a proxy contest at Xerox from March 2018 to May 2018. From 2013 to 2017, he served as the executive chairman and chief executive officer of Novitex Enterprise Solutions and as an advisor with Apollo Global Management. Mr. Visentin was also a director and chairman of the board of Presidio, Inc. from 2015 to 2017. From 2011 to 2012, he served as executive vice president and general manager of Hewlett Packard Company’s enterprise services business. From 2007 to 2011, Mr. Visentin served as general manager of integrated technology services for IBM. Mr. Visentin graduated from Concordia University in Montreal, Canada, with a Bachelor of Commerce degree.

With his significant experience in leading and transforming multibillion-dollar business units in the IT services industry during his time at both Hewlett-Packard and IBM, Mr. Visentin brings to the Board expertise relevant to Xerox. Mr. Visentin also brings to the Board significant strategic planning, company transformation, and financial expertise gained through his experience serving as chairman and chief executive officer at other companies.

The Board unanimously recommends a vote

FOR

the election of each of the eight directors nominated by the Board.

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2021 Nomination and Standstill Agreements

On January 26, 2021, the Company entered into a Nomination and Standstill Agreement with Carl C. Icahn and certain of his affiliates (collectively, the “Icahn Group” and such agreement, the “Icahn Nomination Agreement”) and a separate Nomination and Standstill Agreement with Darwin Deason (“Deason” and such agreement, the “Deason Nomination Agreement” and, together with the Icahn Nomination Agreement, the “Nomination Agreements”).

Under the Icahn Nomination Agreement, each of the current directors Jesse A. Lynn and Steven D. Miller is designated as an “Icahn Designee” on the Board and current director James L. Nelson is designated as an “Independent Designee” on the Board. Also, under the Deason Nomination Agreement, current director Scott Letier is designated as the “Deason Designee” on the Board.

If any Icahn Designee, the Independent Designee or the Deason Designee resigns from the Board or is not serving on the Board following his or her election or appointment (for any reason other than as a result of not being nominated by the Company for election at an annual meeting of shareholders or not being elected by shareholders at any annual meeting), then the Icahn Group or Deason, as applicable, has the right to designate a replacement who is approved by the Company, with such approval not to be unreasonably withheld, and who otherwise satisfies the requirements of the applicable Nomination Agreement.

The Company is not required to include the Icahn Designees, the Independent Designee or the Deason Designee on any slate of directors subsequent to that for the 2021 Annual Meeting. However, for any annual meeting of shareholders subsequent to the 2021 Annual Meeting, the Company has agreed to notify the Icahn Group or Deason, as applicable, no less than forty-five days before the advance notice deadline set forth in the By-Laws whether any of the Icahn Designees, the Independent Designee or the Deason Designee will be nominated by the Company for election as a director at such annual meeting.

Under the Icahn Nomination Agreement, one Icahn Designee is required to resign from the Board if the Icahn Group does not have a net long position (as defined in the Icahn Nomination Agreement) in at least 19,838,590 shares of Common Stock, and both Icahn Designees are required to resign from the Board if the Icahn Group does not have a net long position in at least 9,919,295 shares of Common Stock, all subject to applicable anti- dilution adjustment. Under the Deason Nomination Agreement, the Deason Designee is required to resign from the Board if Deason does not have a net long position in at least 9,919,295 shares of Common Stock, all subject to applicable anti-dilution adjustment. Each of the Nomination Agreements includes certain specified limits on the size of the Board, subject to the terms of those respective agreements. Under the applicable Nomination Agreements, the Icahn Group, Deason and their respective controlled affiliates have agreed to certain standstill and voting commitments during the particular specified periods set forth in the respective Nomination Agreement.

The foregoing descriptions of the Nomination Agreements do not purport to be complete and are qualified in their entirety by reference to the complete text of such Nomination Agreements, which are filed as Exhibits 10.1 and 10.2 to the Company’s Current Report on Form 8-K dated January 26, 2021, respectively, and filed with the SEC.

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CORPORATE SOCIAL RESPONSIBILITY

For generations, Xerox has stood for innovation, quality, and an excellent customer experience. Led by the core values our founder established more than a half-century ago, we strive to conduct business ethically and in an environmentally and socially conscious manner. We are the company that revolutionized the office, created printing-on-demand, and repeatedly reinvented and transformed to keep pace with the demands of our customers and the market. We set goals, track our progress, communicate, and share best practices to improve the quality of work and life, keeping to the core value of corporate citizenship.

Today, we honor this heritage by turning investments in innovation into products and services that help our customers and clients be more productive, profitable and sustainable. We are helping define the future of work and enabling printing beyond paper with new technologies designed to disrupt the market and change the way we think about workflows and information processes. This is our contribution to a more sustainable world.

Alignment with the United Nations Sustainable Development Goals (SDGs)

Our corporate values, established more than half a century ago by founder Joseph C. Wilson, align with the United Nations Sustainable Development Goals (SDGs). The SDGs provide a framework to end poverty, protect the planet and improve the lives and prospects of everyone, everywhere. As a technology company, Xerox leads by example in our own operations and provides solutions to support achievement of the SDGs globally.

We have included the relevant United Nations SDG icons beside section titles throughout this portion of the Proxy Statement to highlight the alignment of our work with the SDGs.

Reaching Net Zero by 2040

Climate change is one of the defining issues of our time. It already affects many aspects of society and has the potential to cause even greater disruption — threatening populations, economies, food security, resources and more. At Xerox, we have long believed that businesses like ours play a critical role in protecting the health of the planet.

Given the urgency, we fast-tracked our net zero goal by 10 years to establish a new goal of 2040. In 2020, we expanded the scope of our reduction goal for greenhouse gas (GHG) emissions reduction goal to cover scopes 1, 2 and 3. We plan to achieve net-zero emissions through projects that improve operational efficiency, create new technology innovations, and neutralize residual GHG emissions through carbon compensation mechanisms.

Our Corporate Social Responsibility Goals

Below is a summary of some of our environmental and social goals and a status of our progress toward achieving those goals. More detailed information can be found in our 2021 Corporate Social Responsibility Report which is available on our website at xerox.com/en-us/about/corporate-social-responsibility, as well as in our Corporate Social Responsibility Progress Summary, also available from xerox.com under “About Xerox — Corporate Information — Corporate Social Responsibility.” Information about Environment, Health, Safety, and Sustainability at Xerox, including details of our initiatives with respect to carbon footprint, paper, clean air & water, waste, chemical management, and health & safety, is available on our website at www.xerox.com/en-us/ about/ehs. Information on the Xerox website, including the above-referenced information and materials, is not incorporated by reference into this Proxy Statement.

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Environmental Goals: Operations

Environmental Goals: Products

Social Goals: Balanced Workforce/Diversity

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Paving the Path Forward in a COVID-19 World

Throughout the pandemic, our priority has been the health and safety of our employees, clients, partners and their families. We continue to monitor developments around the clock and utilize a 24/7 email inbox to keep the entire Xerox community safe while minimizing the impact on operations during this pandemic period. To date, we have responded to more than 30,000 employee emails on the topic of COVID-19. This year, we expanded the use of the Xerox Team Availability App to track employee vaccination rates in the U.S. and Canada. Employees in the U.S. are required to use the app to indicate whether or not they are vaccinated, while employees in Canada are asked to voluntarily disclose this information to aid the Company’s pandemic-related decision-making.

Since the beginning of the pandemic, we have:

The Xerox COVID-19 Response Team — comprised of representatives from our Environmental, Health, Safety & Sustainability, Human Resources, Security, Facilities, Legal, and Communications functions, among others — meets up to several times a week. We closely follow government and public health organizations’ guidance. Our business continuity and pandemic preparedness plans incorporate the latest standards from industry best practices and our own experience to define requirements. Our response plan includes, but is not limited to:

Diversity, Inclusion and Belonging

We know the power of having a global and diverse team. It’s one of the reasons Xerox has endured 115 years. By having a diverse workforce, we gain the benefit of different ways of looking at our business, leading to innovative breakthroughs for our customers and more engaging work for our people. Research shows diverse companies have more engaged, productive, and innovative workforces and in turn perform better financially.

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In 2020, women made up 27 percent of the Xerox workforce and 43 percent of our Executive Committee – a reflection of our commitment to gender diversity and inclusion at the highest level. We have increased the percentage of women in professional roles across Xerox and within our Board of Directors.

In 2021, we reaffirmed our commitment to Diversity, Inclusion and Belonging (DIB) with a focus on areas where we can make the most signification impact—in our workforce and throughout the global community. Our roadmap focuses on five verticals:

Building a more diverse and inclusive workforce starts with a diverse candidate pipeline. Attracting early career talent from different racial, ethnic, and cultural backgrounds increases our ability to fill roles at all levels and ensure creative and revolutionary ideas within our Company for years to come.

More information about our global DIB initiatives and strategies is available on our website at www.xerox.com/ en-us/jobs/diversity. Information on the Xerox website, including the above-referenced information, is not incorporated by reference into this Proxy Statement.

Environmental, Social, and Governance (ESG) Initiatives

At our core is a deep and long-lasting commitment to inspire and support our people, conduct business ethically across the value chain, and preserve our planet. This commitment stems from our corporate values established over sixty years ago, which include: succeeding through satisfied customers; delivering quality and excellence in all we do; requiring a premium return on assets; using technology to develop market leaders; valuing and empowering our employees; and behaving responsibly as a corporate citizen.

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We continue this legacy by turning investments in innovation into products and services that help our customers be more productive, profitable, and sustainable. By making smart investments in technologies that afford our customers improved agility, personalization, automation, and workflow, we reinforce our corporate social responsibility efforts. We drive efficiency in our own operations, as well as in workplaces, communities, and cities around the world. We recognize global challenges such as climate change and the protection of human rights, and understand the important role we can play. Beginning in 2021, Xerox included ESG considerations — goals related to climate change, balanced workforce, and safety — in our annual incentive compensation plan design for executives; as described in the Compensation Discussion and Analysis (CD&A), we are expanding the impact of these considerations for 2022.

We are focused on how we can simplify work, deliver more personalized experiences, and improve productivity through new technologies. We strive to connect the physical and digital worlds without adversely affecting the environment or human health and safety.

Our pledge to inspire and support our people, conduct business ethically and protect our planet remains at the core of everything we do. At Xerox, we believe in continuously improving, and we apply this mentality to ensuring we are always finding ways to improve the sustainability of our operations.

The Xerox 2021 Corporate Social Responsibility (CSR) Report (available on our website at xerox.com/en-us/ about/corporate-social-responsibility) describes our management approach related to ESG. The content of our website, including the above-referenced information, is not incorporated by reference into this Proxy Statement. Xerox’s CSR report highlights include:

Environmental Initiatives and Achievements

Pioneering a Circular Economy: We aim to design products, packaging and supplies that efficiently use resources, minimize waste, reuse material where feasible and recycle what cannot be reused. To meet this commitment, we have developed and implemented several collection and waste reduction programs, and we design our technology to align with the circular economy’s key elements. Our first commercial product in 1959, the Xerox 914, introduced electronics remanufacturing long before the term “circular economy” became popular. Our vision was to transform Xerox manufacturing, operations, offices and facilities into waste-free workplaces. Central to a circular economy is the Xerox Green World Alliance^® (GWA), which is a collection and reuse/recycling program for spent consumables. GWA efficiently manages supplies at end-of-life and recovers materials for reuse in our supplies and products. As a result, this program reduces the demand for raw materials and diverts material from landfills.

Equipment Takeback and Recycling: Xerox is committed to collecting and reusing equipment after the end of its useful life. In geographies where we exercise direct control over the end-of-life management of equipment, return rates are high. In 2020, 6,030 metric tons of equipment and parts-related waste were diverted from landfills to recycling at our U.S. Reverse Logistics Center. Globally, that volume was 13,020 metric tons. We also participate in several European Union member states’ Waste Electrical and Electronic Equipment (WEEE) programs; the equipment collected and recycled through these programs is not included in our recycling data.

Responsible Operations: To further the Company’s commitment to reducing energy use and protecting the planet, our long-term strategy is to continue to develop and invest in technologies that reduce the carbon footprint of our own operations and help our clients reduce the energy usage and environmental impact of their businesses. We will continue to pursue energy reduction through the following means, which have been proven drivers in our past reduction efforts:

Given that energy sources account for a majority of our GHG emissions, our focus is on reducing energy consumption, whether in our own operations or in the impact we have on our customers’ consumption. In 2020, our energy consumption decreased 15.9% from 2019. It increased by 8.5% when normalized by revenue, which was impacted due to COVID-19.

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Our focus now is to reduce our Scope 1 and 2 GHG emissions by at least 60% by 2030 against the Company’s 2016 baseline. This is in line with the ambitious science-based global warming target, validated and approved by the Science Based Targets initiative (SBTi). This means that our goal is to have reduced emissions by 85% as compared to those in the Company’s original 2002 baseline year.

Other environmental achievements for 2021 include:

Social Initiatives and Achievements

Governance Initiatives and Achievements

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

Xerox is committed to the highest standards of business integrity and corporate governance. All of our directors, executives and employees are required to act ethically under our codes of conduct. In addition, our directors must act in accordance with our Code of Business Conduct and Ethics for Members of the Board; our principal executive officer, principal financial officer and principal accounting officer, among others, must act in accordance with our Finance Code of Conduct; and all of our executives and employees must act in accordance with our Code of Business Conduct. Each of these codes of conduct can be accessed through our website at xerox.com/governance (under Board Conduct and Ethics), xerox.com/en-us/about/corporate-social-responsibility/finance-code-of- conduct, and xerox.com/governance (under Code of Business Conduct), respectively. Our Corporate Governance Guidelines and the charters of our Audit, Compensation, Corporate Governance and Finance Committees can be accessed through our website at xerox.com/governance. They

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are also available to any shareholder who requests them in writing addressed to Xerox Holdings Corporation, 201 Merritt 7, Norwalk, CT 06851-1056, Attention: Corporate Secretary. We will disclose any future amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics for members of the Board and our Code of Business Conduct and our Finance Code of Conduct for our officers on our website as promptly as practicable and in accordance with applicable U.S. Securities and Exchange Commission (SEC) and Nasdaq rules. The Corporate Governance Committee of the Board periodically reviews and reassesses the adequacy of our overall corporate governance, Corporate Governance Guidelines, and committee charters.

Director Nomination Process

The Corporate Governance Committee considers candidates for Board membership recommended by Board members, management, shareholders, and others (see below). The Corporate Governance Guidelines require that a substantial majority of the Board consist of independent directors and that management representation on the Board should be limited to Company senior management. There are no specific minimum qualifications that the Corporate Governance Committee believes must be met by prospective candidates; however, the Corporate Governance Committee applies the criteria set forth in our Corporate Governance Guidelines. These criteria include, among other things, the candidate’s broad perspective, integrity, independence of judgment, experience, expertise, diversity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time and effort to Board responsibilities. The Corporate Governance Committee does not assign specific weight to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.

Pursuant to the Icahn Nomination Agreement as discussed above, current directors Jesse A. Lynn and Steven D. Miller are the Icahn Designees and James L. Nelson is the Independent Designee, with the Icahn Group having the right to replace any of its director designees during the period covered by the Icahn Nomination Agreement with individuals selected by the Icahn Group and who are subject to Company approval. Pursuant to the Deason Nomination Agreement as discussed above, current director Scott Letier is the Deason Designee, with Deason having the right to replace its director designee during the period covered by the Deason Nomination Agreement with an individual selected by Deason and who is subject to Company approval.

Board Diversity

Our Corporate Governance Guidelines dictate that diversity should be considered by the Corporate Governance Committee in the director identification and nomination process. Although the Board does not establish specific goals with respect to diversity, the Board’s overall diversity is a significant consideration in the director nomination process. This means that the Corporate Governance Committee seeks nominees who bring a variety of business backgrounds, experiences, and perspectives to the Board. In February 2020, the Board amended our Corporate Governance Guidelines to require that the initial list of candidates from which new, management-supported director nominees are chosen by the Corporate Governance Committee should include, but not necessarily be limited to, qualified women and minority candidates. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a broad diversity of experience, professions, skills, geographic representations, knowledge, and abilities that will allow the Board to fulfill its responsibilities. See Board Skills and Diversity Matrix.

Shareholders who wish to recommend individuals for consideration by the Corporate Governance Committee may do so by submitting a written recommendation to the Secretary of the Company at Xerox Holdings Corporation, 201 Merritt 7, Norwalk, CT 06851-1056. Submissions must include sufficient biographical information concerning the recommended individual, including age, employment, and current board memberships (if any), for the Corporate Governance Committee to consider. The submission must be accompanied by the written consent of the nominee to stand for election if nominated by the Board and to serve if elected by the shareholders. Recommendations received no earlier than November 7, 2022 and no later than December 7, 2022 will be considered for nomination at the 2023 Annual Meeting of Shareholders.

Shareholder Proxy Access

In March 2020, the Board adopted Amended and Restated By-Laws of the Company (By-Laws), which added Section 13 to Article I of the By-Laws, to permit a shareholder, or a group of up to twenty (20) shareholders,

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owning three percent (3%) or more of the Company’s outstanding Common Stock continuously for at least three (3) years, to nominate and include in the Company’s proxy materials director candidates constituting up to the greater of two (2) directors or twenty percent (20%) of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the By-Laws, including the requirement to provide timely notice of the process access nomination to the Company. For the 2023 Annual Meeting of Shareholders, to be considered timely, such notice of proxy access nomination must be received by the Company no earlier than November 7, 2022 and no later than December 7, 2022. The By-Laws are available on our website at: xerox.com/governance (under By-Laws).

Shareholder Right to Call a Special Shareholder Meeting.

In February 2022, the Board amended the Company’s By-Laws to permit shareholders holding a combined 20% of the Company’s voting stock to call a special meeting of shareholders. The By-Laws are available on our website at xerox.com/governance (under By-Laws).

Shareholder Action by Written Consent

The Board has approved, subject to approval of shareholders at this Annual Meeting, an amendment to the amended and restated Certificate of Incorporation of the Company that would permit shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting to act by written consent to take any action permitted to be taken by shareholders under applicable New York law and our By-Laws.

Board Leadership Structure

The Board’s goal is to achieve the best board leadership structure for effective oversight and management of the Company’s affairs. The Board believes that there is no single, generally accepted approach to providing board leadership, and that each possible leadership structure must be considered in the context of the individuals involved and the specific circumstances facing a company. Accordingly, what the Board believes is the right board leadership structure may vary as circumstances warrant.

The Company’s governance documents provide the Board with flexibility to select the appropriate leadership structure for the Company. Our policies do not preclude the Chief Executive Officer (CEO) from also serving as Chairman of the Board. This flexibility has allowed the Board to utilize its experience and knowledge to appoint the most qualified director as Chairman of the Board, while maintaining the ability to separate the Chairman of the Board and CEO roles when desirable.

During the Board’s evaluation of its leadership structure, the Board took into account many factors, including the specific needs of the Board and the business, our Corporate Governance Guidelines, and the best interests of our shareholders. Upon recommendation of the Corporate Governance Committee, the non-employee directors of the Board concluded that the current leadership structure continues to be the right leadership structure for the Company at this time and that it is in the best interests of the shareholders to maintain the separate Chairman and CEO roles currently in place. This structure allows our CEO, who also serves as our Vice Chairman, to focus on the operations of our business while the independent Chairman focuses on leading the Board in its responsibilities. The Board deems this overall board governance structure appropriate as it benefits from the CEO’s knowledge of the Company operations and substantial board experience, while maintaining Board independence in the Chairman role. Our independent Chairman leads the Board in its responsibilities by performing the following duties: presiding at executive sessions of the independent directors; calling special meetings of the independent directors, as needed; addressing individual Board member performance matters, as needed; and serving as liaison on Board-wide issues between the independent directors and the CEO.

Under our Corporate Governance Guidelines, each regularly scheduled Board meeting must include an executive session of all directors and the CEO and a separate executive session attended only by the independent directors.

Our Board is currently 90% comprised of directors who qualify as independent directors, and if the eight director nominees are all elected at the Annual Meeting, our Board will be 87.5% comprised of directors who qualify as independent directors. We have an independent Chairman and each of our standing Board committees is comprised solely of independent directors, including our Corporate Governance Committee, which establishes our corporate governance policy and monitors the effectiveness of this policy at the Board level.

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Risk Oversight

Our Board has ultimate oversight responsibility for our Enterprise Risk Management (ERM) process. The Board oversees our ERM process through the Audit Committee of the Board, which previews the ERM assessment and process for subsequent review by the Board. Our ERM process is designed to strengthen our risk-management capability and to assess, monitor, and manage all categories of business risk, including strategic, operational, compliance and financial reporting. The Company’s Chief Financial Officer is responsible for the Company’s ERM function through the Enterprise Risk Steering Committee, which includes the majority of the direct reports to the CEO, as well as our Chief Information Officer, our Controller, and our Chief Audit Executive. The Enterprise Risk Steering Committee inspects risk mitigation plans and progress, identifies and addresses emerging risks, and shares mitigation best practices across the Company. Additionally, to ensure that ERM is integrated with our business management, the Company’s Management Committee, the Business Ethics and Compliance Office, and various internal control committees monitor risk exposure and the effectiveness of how we manage these risks.

While the Board has ultimate oversight responsibility for the risk management process, various committees of the Board have been delegated responsibility for oversight of certain aspects of risk management. In addition to its responsibility to oversee the overall ERM process, the Audit Committee focuses on financial risk, including risks associated with internal control, audit, financial reporting, and disclosure matters, and also on oversight of our Ethics, Litigation, Information and Cyber Security risk mitigation plans and progress. In addition, the Compensation Committee seeks to incent executive employees in a manner that discourages unnecessary or inappropriate risk-taking, while encouraging a level of risk-taking behavior consistent with the Company’s business strategy. In parallel, the Board’s Finance Committee oversees aspects of our Global Economy risk, and on an as needed basis, special sub-Committees are established to focus on specific business risks.

We believe that our leadership structure supports the risk oversight function of the Board. Our CEO serves on the Board and is able to promote open communication between management and directors relating to risk. Additionally, each Board committee is comprised solely of independent directors, and all directors are actively involved in the risk oversight function.

Director Independence

A director is not considered independent unless the Board determines that he or she has no material relationship with the Company. The Board has adopted categorical standards to assist in both its determination and the Corporate Governance Committee’s recommendation as to each director’s independence. Under these categorical standards, a director will be presumed not to have a material relationship with the Company if:

Our Board has determined that all of the nominees for election as directors are independent under the Nasdaq rules and our Corporate Governance Guidelines, with the exception of John Visentin, our Vice Chairman and Chief Executive Officer.

In addition, the Corporate Governance Committee reviews relationships involving members of the Board, their immediate family members and affiliates, and transactions in which members of the Board, their immediate family members and their affiliates have a direct or indirect interest in which the Company is a participant, to determine whether such relationship or transaction is material and could impair a director’s independence. In making independence determinations, the Board considers all relevant facts and circumstances from the point

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of view of both the director and the persons or organizations with which the director has relationships, including with respect to those directors covered by the 2021 Nomination Agreements discussed above. See Certain Relationships and Related Person Transactions.

Based on the results of the aforementioned review, 87.5% of our nominees for election as directors are deemed to be independent.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Related Person Transactions Policy

The Board has adopted a policy addressing the Company’s procedures with respect to the review, approval and ratification of “related person transactions” that are required to be disclosed pursuant to Item 404(a) of Regulation S-K of the U.S. Securities Act of 1933, as amended (Regulation S-K). The policy provides that any transaction, arrangement or relationship, or series of similar transactions, in which the Company will participate or has participated and a “related person” (as defined in Item 404(a) of Regulation S-K) has or will have a direct or indirect material interest, and which exceeds $120,000 in the aggregate, is subject to review (each such transaction, a Related Person Transaction). In its review of Related Person Transactions, the Corporate Governance Committee reviews the material facts and circumstances of the transaction and takes into account certain factors, where appropriate, based on the particular facts and circumstances, including: (i) the nature of the “related person’s” interest in the transaction; (ii) the significance of the transaction to the Company and to the “related person”; and (iii) whether the transaction is likely to impair the judgment of the “related person” to act in the best interest of the Company.

No member of the Corporate Governance Committee may participate in the review, approval, or ratification of a transaction with respect to which he or she is a “related person.”

Certain Employment Arrangements

We actively recruit qualified candidates for our employment needs. Relatives of our executive officers and other employees are eligible for hire. In 2021, we had one non-executive employee who is a family member of a current executive officer, is employed by Xerox and received more than $120,000 in annual compensation (salary, incentive cash awards, equity awards and commissions). This is a routine employment arrangement entered into in the ordinary course of business with compensation commensurate with that of the employee’s peers, and the terms of employment are consistent with the Company’s human resources policies. For 2021, the compensation of Kimberly Finley, spouse of Joseph H. Mancini, Jr., our Chief Accounting Officer, was $459,052. Ms. Finley is Director, Tax Accounting at Xerox and has been with Xerox for over 30 years. The Corporate Governance Committee reviewed and approved this arrangement in accordance with the Company’s Related Person Transactions Policy.

BOARD OF DIRECTORS AND BOARD COMMITTEES

Committee Functions, Membership and Meetings

Our Board has five standing committees: Audit, Compensation, Corporate Governance, Finance and, as of February 2022, Technology. Set forth below is a list of the committees of our Board, a summary of the responsibilities of each committee, the number of committee meetings held during 2021 for each committee and a list of the members of each committee. From time to time or as necessary, the Board also forms special committees to provide oversight and/or review of specific matters.

Audit Committee (13 meetings)

A copy of the charter of the Audit Committee is posted on the Company’s website at xerox.com/governance. The responsibilities of the Audit Committee include:

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The Audit Committee is also responsible for the preparation of the Audit Committee Report that is included below in this Proxy Statement beginning on page 86.

Members: Joseph J. Echevarria, Nichelle Maynard-Elliott and James L. Nelson.

Chair: Mr. Echevarria

The Board has determined that all the members of the Audit Committee are (1) independent under the Company’s Corporate Governance Guidelines and under the applicable SEC and Nasdaq rules and (2) financially literate. Messrs. Echevarria and Nelson are “audit committee financial experts,” as defined in the applicable SEC rules. Designation or identification of a person as an audit committee financial expert does not impose any duties, obligations or liabilities that are greater than the duties, obligations and liabilities imposed on such person as a member of the Audit Committee and the Board in the absence of such designation or identification.

Compensation Committee (4 meetings)

A copy of the charter of the Compensation Committee is posted on the Company’s website at xerox.com/governance.

The responsibilities of the Compensation Committee include:

The Compensation Committee is also responsible for reviewing and discussing the Compensation Discussion and Analysis (CD&A) with management, and has recommended to the Board that the CD&A be included in the Company’s Proxy Statement (beginning on page 33) and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The CD&A discusses the material aspects of the Company’s compensation objectives, policies, and practices. The Compensation Committee’s report appears on page 64 of this Proxy Statement.

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The Compensation Committee has not delegated its authority for compensation for executive officers. The Compensation Committee has, however, delegated to the Vice Chairman & CEO authority under the Company’s equity plan to grant equity awards to employees who are not executive officers or officers directly reporting to the Vice Chairman & CEO. The Vice Chairman & CEO is also responsible for reviewing goals, evaluating performance and setting the compensation for officers who are not executive officers or officers directly reporting to the Vice Chairman & CEO.

The Compensation Committee has retained Frederic W. Cook & Co., Inc. (FW Cook) as an independent consultant to the Compensation Committee. FW Cook provides no services to management and provides an annual letter to the Compensation Committee regarding its independence, which the Compensation Committee reviews and determines whether there is any conflict of interest. Based on its review for 2021, the Compensation Committee determined that FW Cook’s work has not raised any conflict of interest and that such firm is independent. The consultant’s responsibilities are discussed beginning on page 52 of this Proxy Statement.

Members: Cheryl Gordon Krongard, Scott Letier and Margarita Palàu-Hernàndez.

Chair: Ms. Krongard

The Board has determined that all the members of the Compensation Committee are independent under the Company’s Corporate Governance Guidelines and Nasdaq corporate governance rules. In addition, each Committee member is a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (Exchange Act).

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was or is an officer or employee of the Company or any of its subsidiaries. In addition, no member of our Board of Directors is, or has a family member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the Company serve on the compensation committee of such other entity.

Corporate Governance Committee (4 meetings)

A copy of the charter of the Corporate Governance Committee is posted on the Company’s website at xerox.com/governance.

The responsibilities of the Corporate Governance Committee include:

The Corporate Governance Committee recommends to the Board nominees for election as directors of the Company and considers the performance of incumbent directors in determining whether to recommend their nomination.

Members: Cheryl Gordon Krongard, Scott Letier, Jesse A. Lynn and Margarita Palàu-Hernàndez.

Chairman: Mr. Letier

The Board has determined that all the members of the Corporate Governance Committee are independent under the Company’s Corporate Governance Guidelines and the Nasdaq rules.

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Finance Committee (3 meetings)

A copy of the charter of the Finance Committee is posted on the Company’s website at xerox.com/governance. The responsibilities of the Finance Committee include:

Members: Keith Cozza, Joseph J. Echevarria and Steven D. Miller.

Chair: Mr. Cozza

The Board has determined that all the members of the Finance Committee are independent under the Company’s Corporate Governance Guidelines and the Nasdaq rules.

Technology Committee

A copy of the charter of the Technology Committee is posted on the Company’s website at xerox.com/governance. This committee was formed in February 2022 and so did not meet in 2021.

The responsibilities of the Technology Committee include:

Members: Scott Letier, Steven D. Miller and James L. Nelson.

Chair: Mr. Miller

The Board has determined that all the members of the Technology Committee are independent under the Company’s Corporate Governance Guidelines and the Nasdaq rules.

Attendance of Directors

Attendance: 12 meetings of the Board and 24 meetings of the Board committees were held in 2021. All directors attended at least 75% of the total number of meetings of the Board, and Board committees on which they served, during the period in which they served as a Xerox director, unless they had been recused from the meeting. To encourage transparency and free exchange of information, all directors generally attended all the Board committee meetings, regardless of whether they were a member of the committee that was meeting. The Company’s policy generally is for all members of the Board to attend the Annual Meeting of Shareholders. All directors attended the 2021 Annual Meeting of Shareholders, which was held virtually. We believe that attendance at meetings is only one means by which directors may contribute to the effective management of the Company and that the contributions of all directors have been substantial and are highly valued.

SUMMARY OF DIRECTOR ANNUAL COMPENSATION

2021 Compensation of Directors

Compensation for our directors is determined by the Corporate Governance Committee and approved by the full Board. Directors who are our employees receive no additional compensation for serving as a director. Accordingly, Mr. Visentin did not receive any additional compensation for his service on the Board during 2021.

During 2021, the annual cash retainer for directors was $85,000 (for the period from the 2021 Annual Meeting to the 2022 Annual Meeting); the value of the annual equity retainer for directors was $200,000 (for the period from one annual meeting to the next annual meeting); the chair of the Audit Committee received an additional $30,000; Audit Committee members each received an additional $15,000; the chair of the Compensation

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Committee received an additional $25,000; Compensation Committee members each received an additional $12,500; the chair of the Corporate Governance Committee received an additional $20,000; the chairs of the Finance Committee and Technology Committee received an additional $15,000; and the Corporate Governance, Finance and Technology Committee members each received an additional $10,000. The additional fee for the independent (non-executive) Chairman of the Board was $100,000 per year. In addition, there is an annual total compensation cap of $750,000 for each non-employee director. Because we have an independent Chairman of the Board, we do not have a Lead Independent Director. Although the 2021 Amendment and Restatement of the Equity Compensation Plan for Non-Employee Directors (“2004 Directors Plan”) would permit it, the Board has determined that directors currently do not have an option to receive additional equity in lieu of cash fees. Directors also receive reimbursement for out-of-pocket expenses incurred in connection with their service on the Board.

Directors currently receive their annual equity retainer in the form of RSUs, unless they elect to receive DSUs (new DSUs) (described below) instead of RSUs, with such election to be made prior to the year in which the new DSUs are earned. RSUs generally vest one year following the date of grant and are paid out in shares of our common stock within 30 days of the vesting date. New DSUs generally vest one year following the date of grant but are not paid out until 30 days following a director’s termination of Board service.

All non-employee directors are expected to establish a meaningful equity ownership interest in the Company, which is currently equal in value to five times the annual Board cash retainer. This requirement shall be achieved within five years of the initial date of election as director and may be achieved by a director holding RSUs, DSUs (including old DSUs as described below) or a combination of both.

Prior to 2019, the director’s annual equity retainer was paid by Xerox Corporation in DSUs (old DSUs). By serving on the Board for a period of approximately one and a half years, a director would hold old DSUs equivalent in value (as of date of grant) to at least three times a director’s current annual cash retainer. The longer a director served on the Board and was paid an equity retainer in the form of old DSUs, the larger his or her equity ownership interest in the Company would become because, by their terms, all old DSUs are required to be held by directors until the earlier of one year after the termination date of Board service or the date of death. If there is a change in control of the Company, the terms of the 2004 Directors Plan provide that DSUs (old and new) be paid out in cash as soon as practicable.

Each director is prohibited from engaging in short-swing trading and trading in puts and calls with respect to Xerox stock and is prohibited from using any strategies or products to hedge against potential changes in the value of Xerox stock (collectively, hedging). “Short sales” are also prohibited. Under the Company’s insider trading policy, directors are permitted to buy or sell Xerox securities only during a “window period,” which is the period commencing on the day that is one full trading day following announcement of quarterly earnings and ending on (and including) the fifteenth day of the last month of the quarter during which the earnings announcement is made. The only exception to this restriction is for directors who have entered into trading plans pursuant to SEC Rule 10b5-1. In addition, under the Company’s insider trading policy, directors are prohibited from pledging Xerox stock, including depositing Xerox securities in margin accounts at brokerage firms, or using Xerox stock as collateral.

DSUs are a bookkeeping entry that represent the right to receive one share of common stock at a future date. Vested DSUs include the right to receive dividend equivalents, which are credited in the form of additional DSUs, at the same time and in approximately the same amounts that the holder of an equivalent number of shares of common stock would be entitled to receive in dividends. Vested RSUs (which are issued in the form of common stock following vesting) receive regular cash dividends at the same time and in the same amount as other shareholders, subject to vesting. Dividend equivalents are not credited with respect to DSUs or RSUs that have not vested; however, when DSUs or RSUs initially vest, they are credited with dividend equivalents equal to the dividends that would have been paid during the vesting period. DSU dividend equivalents are paid in the form of additional DSUs, and RSU dividend equivalents are paid in the form of cash. The DSUs and RSUs are issued under the 2004 Directors Plan, which was approved by Xerox Corporation shareholders at the 2004 Annual Meeting of Shareholders, adopted in 2019 by Xerox Holdings Corporation upon consummation of the merger of Xerox Corporation into a subsidiary of Xerox (Reorganization) and amended and restated, with shareholder approval, in 2021. Awards that were outstanding prior to the Reorganization are to be paid in shares of Xerox common stock.

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Individually, the compensation for each non-employee director for the year 2021, which under our director compensation program covers the period May 2021 to May 2022, was as follows:

For information on compensation for Mr. Visentin, a director and the Vice Chairman and Chief Executive Officer of Xerox, see the Summary Compensation Table beginning on page 65.

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2022 Compensation of Directors

For 2022, the annual equity retainer for directors will remain at $200,000. As of May 20, 2021, and until otherwise changed by the Board, the annual cash fee of $85,000, the cash fee for serving as independent (non-executive) Chairman of the Board and the various committee cash fees will no longer be paid in cash but will instead be paid in the form of additional RSUs or additional new DSUs, as elected by the individual directors, and will be for service from annual meeting to annual meeting instead of on a calendar year basis. Directors will continue to receive cash reimbursement for out-of-pocket expenses incurred in connection with their service on the Board.

SECURITIES OWNERSHIP

Ownership of Company Securities

We are not aware of any person who, or group that, owns beneficially more than 5% of any class of the Company’s voting securities as of February 28, 2022, except as otherwise set forth below.⁽¹⁾

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Shares of Common Stock of the Company owned beneficially by the directors and nominees for director, each of the executive officers named in the Summary Compensation Table and all directors and current executive officers as a group, as of February 28, 2022, were as follows.

Percent Owned by Directors and Executive Officers: Each director and executive officer beneficially owns less than 1% of the aggregate number of shares of Common Stock outstanding at February 28, 2022. The amount beneficially owned by all directors and executive officers as a group was approximately 1.1%.

Amount Beneficially Owned: The numbers shown are the shares of Common Stock considered beneficially owned by the directors and executive officers identified as “Named Executive Officers” in accordance with SEC rules. Shares of Common Stock which directors and executive officers had a right, within 60 days of February 28, 2022, to acquire upon the exercise of options or rights or upon vesting of performance share units, deferred stock units or restricted stock units are included on a gross basis. However, Messrs. Cozza, Echevarria, Letier, Lynn, Miller and Nelson and Mmes. Krongard, Maynard-Elliott and Paláu-Hernández each hold deferred stock units granted as part of such individual’s director compensation which, until paid out following termination of Board service, do not permit voting of the underlying shares of Xerox Common Stock and therefore are not included in the Amount Beneficially Owned column (but are included in the Total Stock interest Column). Shares held in a grantor retained annuity trust or by family members and vested shares, the receipt of which have been deferred under one or more equity compensation programs, are also included. All of these are counted as outstanding for purposes of computing the percentage of Common Stock outstanding and beneficially owned by such person (but are not deemed to be outstanding for computing the percentage ownership of any other person shown in the table).

Total Stock Interest: The numbers shown include the amount shown in the Amount Beneficially Owned column, plus stock options, performance shares, restricted stock units and deferred stock units, as applicable, held by directors and executive officers that are not exercisable or payable within 60 days of February 28, 2022.

Address: Unless otherwise noted, the address of each person named in the table is c/o Xerox Holdings Corporation, 201 Merritt 7, Norwalk, CT 06851.

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DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and 10% or greater shareholders to file with the SEC reports of ownership and changes in ownership of Common Stock of the Company. Based solely on our review of those reports and written representations that no other reports were required to be filed, the Company believes that all Section 16 reports for its directors and executive officers were timely filed during 2021.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

LETTER FROM THE COMMITTEE CHAIR

Dear Fellow Shareholders,

On behalf of the entire Compensation Committee of the Board of Directors, I want to thank you for your support of Xerox.

First, we fully acknowledge last year’s failed Say-on-Pay vote. You told us you did not support our 2020 compensation decisions — and we heard you. We spent 2021 reaching out and reflecting on your input. We did the hard work to redesign our programs for 2022 and we reached out to ask for more feedback. We explained what we’ve changed, what we haven’t and why. As Chair of the Committee, I have been personally engaged in our outreach efforts, speaking directly with many representatives of our institutional shareholders this season. We thank you for candidly sharing both concerns and praise, and I am confident that we have fully responded. Please read our Say-on-Pay Votes and Shareholder Engagement section on page 40 for details.

I would also like to provide some context for the Company’s 2021 executive compensation programs described in this report. Our expectation entering 2021 was that in-office work would normalize following the global rollout of effective COVID-19 vaccines. However, the emergence of new variants of COVID-19 in 2021 caused customers to delay plans to return employees to the workplace. In the second half of the year, we experienced an unprecedented level of supply chain disruption, inhibiting our ability to install ordered equipment. The confluence of these developments caused revenue and profits to fall below our expectations for the year. Despite these challenges, Xerox continued to execute on our strategic priorities: We grew free cash flow while continuing to invest in innovation; we began monetizing investments in innovation; and we returned almost double the amount of free cash flow generated to shareholders through share buybacks and the consistent payment of quarterly dividends.

As we head into 2022, we have reasons to be optimistic. Demand for our equipment remains strong, as evidenced by our elevated backlog. We continue to see a strong correlation between return-to-work trends, page volumes, and post-sale revenue. As a result, we expect revenue and profits to improve as supply chain conditions ease and employees return to workplaces – both of which are expected to begin benefiting our Print & Services business in the second half of 2022.

Standing up new businesses is a key component of Xerox’s strategic plan and directly supports our goal of monetizing innovation. In 2021, we stood up three new businesses: CareAR, FITTLE (formerly Xerox Financial Services), and Innovation (PARC). We also made progress toward our goal of monetizing and strategically diversifying our investments in innovation and will continue these efforts in 2022.

Project Own It, Xerox’s enterprise-wide initiative to simplify operations, enables the Company to drive continuous improvement and free up capital to reinvest in the business. In 2021, we exceeded our targeted Project Own It gross cost savings of $375 million. We will continue to streamline and optimize our operations in 2022. Savings generated by Project Own It allow us to invest in our operations, targeted adjacencies and innovation focus areas and ultimately help improve our long-term revenue trajectory.

At our core is a deep and long-lasting commitment to corporate social responsibility, a pledge to inspire and support our people, conduct business ethically across the value chain and preserve our planet. This commitment stems from our corporate values established over sixty years ago: succeeding through satisfied customers; delivering quality and excellence in all we do; requiring a premium return on assets; using technology to develop market leaders; valuing and empowering our employees; and behaving responsibly as a corporate citizen.

Today, we continue this legacy by turning investments in innovation into products and services that help our customers be more productive, profitable and sustainable. We do this in our own operations, as well as in workplaces, communities and cities around the world. We recognize the world’s challenges in the areas of climate change and human rights and the role we play in tackling those challenges. We fast-tracked our roadmap to net zero to 2040, 10 years earlier than initially planned. Additionally, we continued to leverage our CSR Council, which includes all executive management and stakeholders, to govern and oversee our progress. We shared our roadmap to net zero for the first time in our 2021 CSR Report. Our roadmap covers our full value chain and focuses on improving processes and energy efficiency as well as designing environmentally responsible products and clean technologies that extend far beyond print.

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From our earliest days as a company, Xerox has demonstrated a steadfast commitment to corporate social responsibility, including through employee-driven philanthropy. Together, Xerox and our employees are creating real impact and sustainable change for the greater good.

Our efforts are focused on four strategic areas to maximize change:

Diversity, Inclusion and Belonging (DIB) are essential to our culture and value system. For over half a century, Xerox has been a leader in this space and continues to be at the forefront of driving change within our Company and our communities. To support this, our DIB roadmap and our actions during 2021 focused on:

We are confident that our executive compensation programs support our strategies and initiatives, secure our talent, and drive shareholder value creation. We invite you to consider the additional information about our compensation philosophy and decisions found in the Compensation Discussion and Analysis (“CD&A”) on the following pages.

Our “Say-on-Pay” proposal is found on page 88 of this Proxy Statement, and the Board recommends that you vote ‘FOR’ this proposal. We value the opinions of our shareholders, and the Compensation Committee will take into account the outcome of this vote when making future compensation decisions.

Sincerely,

Cheryl Gordon Krongard

Chair, Compensation Committee

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EXECUTIVE SUMMARY

Fiscal 2021 Strategy and Achievements

Our strategy is both flexible in its application and strong in its foundation. Our emphasis continues to be on creating a more agile, simple and effective organization by focusing on speed, accountability and reinforcing a culture of continuous improvement.

Looking ahead, our strategy is to maintain overall market share leadership in our traditional print and services markets and grow our position in strategic adjacencies such as IT and Digital Services. We also continue to invest in innovation and scale new businesses targeting significant growth markets.

Our four strategic initiatives remain at the center of what we do to deliver results to all stakeholders and guide our compensation programs. The table below shows our strategies and achievements under each of these initiatives.

Fiscal 2021 was an extraordinary and challenging year for Xerox as we grappled with the COVID-19 crisis and, at the same time, progressed on our transformation journey. Our leadership team remained focused on stabilizing the business and made significant progress in our transformation journey. Our success depends on attracting, retaining and motivating a highly productive global workforce. Following are some key accomplishments:

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2021 Named Executive Officers

This Compensation Discussion and Analysis explains the key elements of the compensation of our Company’s named executive officers (NEOs) and describes the objectives and principles underlying our Company’s executive compensation program for 2021. For 2021, our NEOs were:

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OUR EXECUTIVE COMPENSATION GUIDING PRINCIPLES

The following core principles reflect our philosophy with respect to NEO compensation. These principles, established and refined from time to time by the Compensation Committee, are intended to:

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Executive Compensation Best Practices

The Compensation Committee regularly reviews executive compensation best practices and makes changes to the Company’s programs as appropriate. Our program reflects best practices as follows:

Compensation Structure

Our compensation structure includes base salary, annual cash incentive (Management Incentive Plan or MIP) and long-term equity incentive (Executive Long-Term Incentive Program or E-LTIP) awards.

Overall, the aggregate total target compensation of our NEOs is within the competitive range of peer group and survey medians. In addition, the mix of pay elements as a percent of total target compensation is similar to that of our peers.

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Reference the Summary Compensation Table on page 65.

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Linking Pay to Performance

In 2021, our compensation programs demonstrated alignment between the compensation paid to our Named Executive Officers and the Company performance results they delivered. Our compensation programs are designed to:

Our executive compensation program is aligned with our business strategy and designed to create long-term shareholder value. By making performance a substantial element of compensation, we link our executives’ interests to the interests of our shareholders. We reward NEOs when the Company achieves short- and long-term performance objectives and we reduce or eliminate performance-based compensation when the Company does not achieve those objectives.

Vice Chairman and CEO Pay for Performance

To illustrate the pay and performance alignment of our executive compensation program, the chart below presents the target total direct compensation provided to Mr. Visentin in 2021 and the realizable target total direct compensation value as of March 1, 2022. Realizable pay includes i) base salary, ii) actual 2021 annual cash incentive payout (MIP), and iii) projected value of 2021 PSU and RSU grants at target, revalued using a March 1, 2022 share price of $18.81.

SAY-ON-PAY VOTES AND SHAREHOLDER ENGAGEMENT

At the Company’s 2021 Annual Shareholders Meeting last May, our Say-on-Pay advisory vote on the 2020 compensation of our named executive officers received the support of shareholders representing only 31% of the votes cast. Xerox management and the Board of Directors did not take this result lightly. As detailed below, the Company has taken significant and thoughtful actions in direct response to last year’s vote, including the following:

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We believe that our approach to engaging openly with our shareholders increases corporate accountability, improves decision making, and ultimately creates long-term value. We are committed to:

2021 / 2022 Shareholder Engagement Cycle

Our Board of Directors and leadership team maintain a robust and continuous shareholder engagement program. Our program calls for proactive engagement throughout the year with a significant and diverse portion of our institutional shareholders, on any topics they wish to discuss. Topics include matters related not only to executive compensation, but also business results and initiatives; human capital management; and environmental, social and governance (ESG) matters. This year however, we knew it was important to focus our efforts on making meaningful changes in response to the 2021 Say-on-Pay vote. We used what would have been our Fall outreach period to instead review and redesign our annual and long-term incentive programs in response to shareholder feedback. We began proactive outreach in Winter 2022 to communicate program changes and solicit shareholder feedback.

While our Board and management team have regular contact with investors regarding business performance and operations, this year we focused our compensation, governance and corporate responsibility related outreach efforts in the early winter months of 2022. This timing better enabled us to communicate important new design changes to our annual and long-term incentive plans and respond to previous shareholder feedback in a more meaningful way.

We pursued multiple avenues for shareholder engagement, including video and teleconference meetings with shareholders who accepted our invitations to engage.

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The Chair of the Compensation Committee and members of senior management, including senior leaders directly involved in compensation design, ESG/sustainability, diversity and human capital matters participated in the meetings with shareholders on these topics, yielding a highly constructive dialogue on all sides. Feedback received from our shareholders throughout the year is regularly shared with all members of the Board of Directors. We will continue to reach out to our shareholders and consider how best to align our executive compensation programs with shareholder interests.

The shareholders we heard from were pleased with our thoughtful responses to their questions and in particular with the recent changes to our annual and long-term incentive plan designs. The following table summarizes key points we have heard from shareholders and how we have responded.

Commitment to Investor Engagement

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We will continue to reach out to our shareholders and consider how best to align our executive compensation programs with shareholder interests.

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2021 COMPENSATION ACTIONS

Base Salary

Given the business challenges, most base salaries remained unchanged in 2021.

Performance Metrics, Results and Payout: 2021 MIP

The 2021 MIP goals were aligned with our 2021 operating plan at the time they were established; they were designed to be challenging, yet achievable and were established prior to the prolonged effects of the pandemic and global supply chain disruptions.

For each metric, subject to that metric’s weighting: (i) the payout for achieving target-level performance is 100% of the target incentive amount; (ii) the payout for achieving maximum-level performance is 200% of the target incentive amount; (iii) the payout for achieving threshold-level performance is 50% of the target incentive amount; and (iv) if performance results for the metric are below threshold level, achievement for that metric is zero and is weighted in the overall payout factor calculation.

There is no payout unless at least one metric is achieved at or above the threshold level established by the Compensation Committee. Payouts are made proportionately for performance results at levels between threshold and target, and between target and maximum.

The 2021 performance measures and weightings for our MIP were: Absolute Revenue (unadjusted for currency),¹ Adjusted¹ Operating Margin, and Free Cash Flow¹ (weighted equally). These metrics directly align the interests of approximately 1,300 MIP-eligible leaders with the interests of our shareholders.

The Company introduced ESG objectives into the annual incentive plan, acknowledging direct feedback obtained from our extensive shareholder outreach efforts. Since this was our first year incorporating ESG objectives, we chose to do so as a modifier, with the payout based on achievement of the financial metrics to be increased or decreased by up to 10% of the target incentive opportunity based on the Company’s achievement of key ESG objectives, with the resulting payout not to exceed 200% of the target incentive opportunity.

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The Committee evaluated performance relative to the following established sustainability, safety and diversity and inclusion objectives:

Quantitative Objectives:

Qualitative Objectives:

Quantitative and qualitative performance against the stated ESG objectives was above target and resulted in a +7.5% modifier to the MIP payout.

Overall, 2021 MIP payouts were significantly below target; however, we delivered above-target performance for both the Free Cash Flow¹ metric and the goals underlying the MIP’s ESG modifier, resulting in a payout factor of 64.8% of target. The Compensation Committee did not exercise any discretion, and limited payouts to the formulaic application of the 64.8% payout factor. A summary is displayed in the table below.

2021 MIP Results (in millions, except % data)

2021 MIP Payout

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Performance Metrics and Grant: 2021 E-LTIP

Our E-LTIP awards are granted annually. The 2021 annual cycle grants were made under the Xerox Holdings Corporation Performance Incentive Plan. To ensure that executive pay remains aligned with the shareholder experience, the Compensation Committee did not grant any off-cycle equity awards in 2021, or alter any PSU performance targets, despite the business challenges resulting from the prolonged effects of the pandemic and global supply chain disruptions. Our 2021 E-LTIP design includes awards granted in the form of performance share units (PSUs) (60%) and time-vesting restricted stock units (RSUs) (40%). The grant date for these awards was January 11, 2021 to closely align with the underlying performance period for the PSUs. Earned PSUs cliff-vest three years from the grant date, subject to the Compensation Committee’s certification of performance results. RSUs vest 33% on the first anniversary of the grant date, 33% on the second anniversary of the grant date and 34% on the third anniversary of the grant date. PSUs are earned based on achieving pre-established performance goals over a three-year performance period (2021 through 2023).

Following vesting of RSUs and the later of vesting or earning of PSUs, dividend equivalents are paid in cash on vested shares in an amount equal to the dividends the executive would have received had the executive owned the same number of shares of Xerox Common Stock (but not to exceed the target number of shares for PSUs) throughout the vesting period.

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2021 E-LTIP

2021 E-LTIP Grant Values

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Performance Results and Payout: 2019 E-LTIP

The 2019 E-LTIP was based on three years of performance (2019 through 2021) with all financial measures based on total Company results. For additional information on the 2019 E-LTIP performance measures and definitions, refer to Exhibit 10(e)(44) of the Xerox Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 25, 2019.

The Compensation Committee did not modify or adjust any in-cycle performance awards to reflect the challenges to the business to ensure that executive pay remained aligned with the shareholder experience. A summary is displayed in the table below.

2019 PSU Results (in millions, except share price)

Performance Results and Payout: 2018 E-LTIP

The 2018 E-LTIP was based on one year of actual performance results (2018) and two years at target (2019 and 2020), as determined by our Board in December 2018. For additional information, refer to the Company’s Proxy Statement for the fiscal year ended December 31, 2018 filed with the SEC on April 18, 2019. For additional information on the 2018 E-LTIP performance measures and definitions, refer to Exhibit 10(e)(31) of the Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on February 23, 2018.

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The E-LTIP PSU performance measures approved by the Compensation Committee for 2018 were as follows: CAGR Revenue Growth at constant currency¹, Free Cash Flow¹ and Relative Total Shareholder Return¹. Performance results against these measures are shown in the table below.

2018 PSUs Results Based on One Year (2018) of Performance Results and Two Years (2019 and 2020) at Target (in millions, except % data):