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 the appropriate box):

YOUR VOTE IS VERY IMPORTANT

Dear Shareholders:

You are cordially invited to attend the 2020 Annual Meeting of Shareholders of Xerox Holdings Corporation (Xerox), to be held at 9:00 a.m., local time, on Thursday, May 21, 2020, at 301 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 by press release 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 seven 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, 2020; (iii) approve, on an advisory basis, the 2019 compensation of our named executive officers; (iv) approve the Company’s Performance Incentive Plan; and (v) consider such other business as may properly come before the Annual Meeting.

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, 2020, “FOR” the non-binding executive compensation proposal, and “FOR” approval of the Company’s Performance Incentive Plan.

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 by signing, dating and mailing the enclosed 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 in person even if a proxy has been returned.

The accompanying notice of meeting and the enclosed 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 8, 2020 and is first being distributed to shareholders on or about April 8, 2020.

Notice of 2020 Annual Meeting of Shareholders

You are cordially invited to attend the 2020 Annual Meeting of Shareholders of Xerox Holdings Corporation to be held at 9:00 a.m., local time, on Thursday, May 21, 2020, at 301 Merritt 7 in Norwalk, Connecticut. Your Board of Directors and management look forward to greeting those shareholders who are able to attend.

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 by press release 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.

Shareholders will be asked to:

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 27, 2020.

Ensure that your shares are represented at the meeting by voting in one of several ways:

Please review the Notice of Internet Availability of Proxy Materials or accompanying proxy card for voting instructions, and submit your proxy as soon as possible to ensure that your shares are represented, even if you plan to attend the Annual Meeting. Voting now will not limit your right to change your vote or to attend the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on May 21, 2020.

The 2020 Proxy Statement and 2019 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).

By order of the Board of Directors,

Douglas H. Marshall

Corporate Secretary

Norwalk, Connecticut

April 8, 2020

TABLE OF CONTENTS

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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 distributed on or about April 8, 2020, for more information about these topics.

The Annual Meeting

The 2020 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 301 Merritt 7 in Norwalk, Connecticut, on Thursday, May 21, 2020.

What is the purpose of the Annual Meeting?

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

Shareholders will also be asked to consider any other business that may properly come before the Annual Meeting. In addition, our management will report on Xerox’s performance during fiscal 2019 and respond to 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 are held that must be followed in order for their 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 nominee, you must obtain a “legal proxy” from your broker, bank or nominee to vote in person at the Annual Meeting.

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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:

How can I attend the Annual Meeting?

You are entitled to attend the Annual Meeting only if you were a Xerox shareholder of record as of the close of business on March 27, 2020 or if you hold a valid proxy for the Annual Meeting.

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, and an admission ticket. Your name will be verified against the list of shareholders of record on the record date prior to your admission to the Annual Meeting.

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. We will use your brokerage statement to verify your ownership of common stock or Series A Preferred Stock as of the record date and admit you to the Annual Meeting. 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.

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To obtain an admission ticket:

If you are a registered shareholder:

If you are a beneficial owner:

No cameras, laptops, recording equipment, other similar electronic devices, signs, placards, briefcases, backpacks, large bags, or packages will be permitted in the Annual Meeting. We reserve the right to deny admittance to any shareholder who attempts to bring any such item into the Annual Meeting. Small purses are permissible, but they and any bags or packages permitted in the meeting room will be subject to inspection.

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. We are also mindful of the health and safety of our directors, management, employees, shareholders and others attending the Annual Meeting. 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. As a New York corporation, we are currently not legally permitted to hold solely a virtual meeting on May 21, 2020. Please monitor the www.news.xerox.com/investors website for updated information. If you are planning to attend our Annual Meeting, please check the www.news.xerox.com/investors website one week prior to the Annual Meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

You can find directions to the meeting online at www.edocumentview.com/XRX. If you have any further questions regarding admission or directions to the Annual Meeting, please call Shareholder Services at (203) 849-2315.

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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 seven persons whose biographies appear below have been nominated by the Board to serve as directors based on the recommendation of the Corporate Governance Committee.

Each of the director nominees currently serves on the Board. 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. Each of the nominees has demonstrated business acumen and an ability to exercise independent and sound judgment, as well as 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 NYSE corporate governance rules and the Company’s more stringent 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.

Biographies

The Board is continuously seeking highly-qualified, diverse candidates to add to the range of skills and experiences represented on our Board. The seven individuals nominated for election at our 2020 Annual Meeting bring valuable diversity to the Board. One of these seven director nominees is a woman. One of our nominees is Hispanic. These seven director nominees range in age from 41 to 64. 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 current directors averages approximately two and a half years. We believe our director nominees bring a well-rounded variety of skills, qualifications, experience and diversity as well as fresh perspectives.

Board Diversity 2 of 7 Directors are diverse basedon gender & ethnicity Board Age Distribution Average Ag ~54

The table below summarizes the key qualifications, skills and attributes that each of our directors 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’s biography below describes his or her qualifications and relevant experience in more detail.

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Skills and Qualifications of our Board of Directors

In addition to the qualifications and skills 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 2019 Amendment and Restatement of the 2004 Equity Compensation Plan for Non-Employee Directors, as amended (2004 Directors Plan).

Options/Rights means unvested DSUs and restricted stock units (RSUs) issued under the 2004 Directors Plan and RSUs, performance share units (PSUs) and stock options awarded under the 2019 Amendment and Restatement of the Xerox Corporation 2004 Performance Incentive Plan, as amended (2004 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 29, 2020.

		Jonathan Christodoro Age: 44       Director since: 2018 Xerox securities owned: 16,816 DSUs Options/Rights: 6,254 DSUs Occupation: Partner, Patriot Global Management LP Education: BS, Cornell University; M.B.A., University of Pennsylvania Wharton School of Business Board Committees: Audit, Compensation, Finance Key Skills: • Technology • Leadership • Global Business • Financial • Public and Private Company Boards & Governance

Other Directorships (past 5 years): Enzon Pharmaceuticals, Inc. (since 2013); Herbalife Ltd. (since 2013); PayPal Holdings, Inc. (since 2015); Sandridge Energy, Inc. (since 2018); Lyft, Inc. (2015- 2019); Xerox Corporation (2016-2017); American Railcar Industries, Inc. (2015-2017); Cheniere Energy, Inc. (2015-2017); eBay, Inc. (March 2015-July 2015); Hologic Inc. (2013-2016); Talisman Energy Inc. (2013-2015).

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Other Background: Mr. Christodoro has been a Partner at Patriot Global Management LP, an investment manager, since March 2017. From July 2012 — February 2017, Mr. Christodoro served as a Managing Director of Icahn Capital LP, the entity through which Mr. Icahn manages investment funds. Mr. Christodoro was responsible for identifying, analyzing and monitoring investment opportunities and portfolio companies for Icahn Capital. Prior to joining Icahn Capital, Mr. Christodoro held various investment and research roles at P2 Capital Partners, Prentice Capital Management, LP and S.A.C. Capital Advisors, LP. Mr. Christodoro began his career as an investment banking analyst at Morgan Stanley. Mr. Christodoro has been a director of Sandridge Energy, Inc., an oil and natural gas exploration and production company, since June 2018; PayPal Holdings, Inc., a technology platform company that enables digital and mobile payments worldwide, since July 2015; and Enzon Pharmaceuticals, Inc., a biotechnology company, since October 2013 and has been Chairman of the Board since November 2013. Mr. Christodoro was previously a director of: Lyft, Inc., or Lyft, a mobile ridesharing application, from May 2015 until March 2019; Cheniere Energy, Inc., or Cheniere, a developer of natural gas liquefaction and export facilities and related pipelines, from August 2015 until August 2017; Hologic, Inc., or Hologic, a supplier of diagnostic, medical imaging and surgical products, from December 2013 to March 2016; eBay Inc., or eBay, a global commerce and payments company, from March 2015 to July 2015; Talisman Energy Inc., or Talisman, an independent oil and gas exploration and production company, from December 2013 to May 2015; and American Railcar Industries, Inc., a railcar manufacturing company, from June 2015 to February 2017. American Railcar Industries, Inc. was previously indirectly controlled by Carl C. Icahn. Mr. Icahn has or previously had non-controlling interests in each of Sandridge Energy, Inc., Xerox Corporation, Cheniere Energy, Inc., PayPal Holdings, Inc., eBay, Inc., Lyft, Inc., Hologic Inc., Talisman Energy Inc., Enzon Pharmaceuticals, Inc. and Herbalife Ltd. through the ownership of securities. Mr. Christodoro received an M.P.H. in Epidemiology from the Harvard T.H. Chan School of Public Health. Mr. Christodoro received an M.B.A. from the University of Pennsylvania’s Wharton School of Business with Distinction, majoring in Finance and Entrepreneurial Management. Mr. Christodoro received a B.S. in Applied Economics and Management Magna Cum Laude with Honors Distinction in Research from Cornell University. Mr. Christodoro also served in the United States Marine Corps.

From his broad investment background and service on other public company boards and committees, Mr. Christodoro brings to the Board expertise relevant to Xerox, including the experience of identifying investment and portfolio opportunities, strategic planning, company transformation, and financial expertise.

Other Directorships (past 5 years): Caesars Entertainment Corporation (since 2019); Tenneco Inc. (2018-2019) Tropicana Entertainment Inc. (2014-2018); Icahn Enterprises L.P. (since 2012); Herbalife Ltd. (2013-2018).

Other Background: Mr. Cozza has been the President and Chief Executive Officer 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 February 2014. In addition, Mr. Cozza has served as Chief Operating Officer of Icahn Capital LP, the subsidiary of Icahn Enterprises through which Carl C. Icahn manages investment funds, since February 2013. From February 2013 to February 2014, Mr. Cozza served as Executive Vice President of Icahn Enterprises. Mr. Cozza is also the Chief Financial Officer of Icahn Associates Holding LLC, a position he has held since 2006. Mr. Cozza has been: a director at Caesars Entertainment Corporation, a casino-entertainment and hospitality services provider, since March 2019; and a director of

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Icahn Enterprises L.P., since September 2012. In addition, Mr. Cozza serves as a director of certain wholly-owned subsidiaries of Icahn Enterprises L.P., including: Icahn Automotive Group LLC, an automotive parts installer, retailer and distributor; and PSC Metals LLC, a metal recycling company. Mr. Cozza was previously: a director of Tenneco Inc., manufacturers of Ride Performance, Clean Air products and technology solutions for automotive and commercial vehicles, from October 2018 to March 2019; a director of Federal-Mogul Holdings LLC (formerly known as Federal-Mogul Holdings Corporation), a supplier of automotive powertrain and safety components from January 2017 to October 2018; a director of Tropicana Entertainment Inc., a company that is primarily engaged in the business of owning and operating casinos and resorts, from February 2014 until October 2018; a director of Herbalife Ltd., a nutrition company, from April 2013 to April 2018; a member of the Executive Committee of American Railcar Leasing LLC, a lessor and seller of specialized railroad tank and covered hopper railcars, from June 2014 to June 2017; a director of CVR Refining, LP, an independent downstream energy limited partnership, from January 2013 to February 2014; and a director of MGM Holdings Inc., an entertainment company focused on the production and distribution of film and television content, from April 2012 to August 2012. Federal-Mogul, Icahn Automotive, CVR Refining, Icahn Enterprises, PSC Metals and Tropicana are each indirectly controlled by Carl C. Icahn, and American Railcar Leasing was previously indirectly controlled by Mr. Icahn. Mr. Icahn also has or previously had non-controlling interests in Caesars Entertainment, Tenneco, Xerox, Herbalife and MGM Holdings through the ownership of securities. Mr. Cozza holds a B.S. in Accounting from the University of Dayton.

From his extensive finance and investment background and significant Board service, Mr. Cozza brings to the Board expertise relevant to being Chairman of the Board at Xerox, including his service on several other boards and committees as well as his significant corporate, finance, accounting and investment experience.

Other Directorships (past 5 years): The Bank of New York Mellon Corporation (since 2015); 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; and he has been appointed by the President to be a member of the President’s Private Export Council and the President’s Commission on Election Administration; he was formerly a member of President Obama’s Export Council, the principal national advisory committee on international trade. He also serves as the Chair Emeritus of former President Obama’s My Brother’s Keeper Alliance and as an advisor to the Obama Foundation.

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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): Cloudera, Inc. (since 2019, Chairman since 2020); Conduent Incorporated (2018-2020); Herc Holdings, Inc. (since 2018); Herbalife Ltd. (since 2018); Occidental Petroleum Corporation (since 2020).

Other Background: Mr. Graziano has served as Portfolio Manager of Icahn Capital, the entity through which Carl C. Icahn manages investment funds, since February 2018. Mr. Graziano was previously the Founding Partner and Chief Investment Officer of the hedge fund Venetus Partners LP, where he was responsible for portfolio and risk management, along with day-to-day firm management, from June 2015 to August 2017. Prior to founding Venetus, Mr. Graziano was a Partner and Senior Managing Director at the hedge fund Corvex Management LP from December 2010 to March 2015. At Corvex, Mr. Graziano played a key role in investment management and analysis, hiring and training of analysts and risk management. Prior to Corvex, Mr. Graziano was a Portfolio Manager at the hedge fund Omega Advisors, Inc., where he managed a proprietary equity portfolio and made investment recommendations, from September 2009 until December 2010. Before Omega, Mr. Graziano served as a Managing Director and Head of Special Situations Equity at the hedge fund Sandell Asset Management, where he helped build and lead the special situations team responsible for managing a portfolio of concentrated equity and activist investments, from July 2006 to July 2009. Mr. Graziano has been a director of: Cloudera, Inc., a company that provides a software platform for data engineering, data warehousing, machine learning and analytics, since August 2019; Herc Holdings Inc., an international provider of equipment rental and services, since May 2018; Herbalife Ltd., a nutrition company, since April 2018; and Occidental Petroleum Corporation, an international oil and gas exploration and production company, since March 2020. Mr. Icahn has non-controlling interests in each of Cloudera, Conduent, Herc, Xerox, Herbalife, and Occidental through the ownership of securities. Mr. Graziano previously served on the Board of Directors of each of: Conduent Incorporated from May 2018 to March 2020, Fair Isaac Corporation (FICO) from February 2008 to May 2013; WCI Communities Inc. from August 2007 to August 2009; and InfoSpace Inc. from May 2007 to October 2008. Sandell Asset Management had non-controlling interests in FICO and InfoSpace through the ownership of securities. Mr. Graziano completed a five-year undergraduate/M.B.A. program at Duke University earning a B.A. in Economics and an M.B.A. from The Fuqua School of Business.

From his broad investment background and service on other public company boards and committees, Mr. Graziano brings to the Board expertise relevant to Xerox, including his significant risk management and investment experience and financial expertise.

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		Cheryl Gordon Krongard Age: 64       Director since: 2017 Xerox securities owned: 16,078 DSUs Options/Rights: 6,254 DSUs Occupation: Private investor; Former CEO Rothschild Asset Management Education: B.S., Iowa State University Board Committees: Compensation (Chair), Corporate Governance Key Skills: • Leadership • Global Business • Financial • Public Company Boards & Governance • Business Operations • Diversity

Other Directorships (past 5 years): Air Lease Corporation (since 2013); Federal-Mogul Holdings LLC (formerly known as Federal-Mogul Holdings Corporation) (private company) (2016-2018); Legg Mason, Inc. (2006-2017); US Airways Group Inc. (2003-2013).

Other Background: Ms. Krongard was a senior partner of Apollo Management, L.P., a private investment company, from January 2002 to December 2004. From 1994 to 2000, she served as the Chief Executive Officer of Rothschild Asset Management and as Senior Managing Director for Rothschild North America. Additionally, she served as a director of Rothschild North America, Rothschild Asset Management, Rothschild Asset Management BV, and Rothschild Realty Inc. and as Managing Member of Rothschild Recovery Fund. Ms. Krongard was also elected a lifetime governor of the Iowa State University Foundation in 1997 and has served as Chairperson of its Investment Committee.

Ms. Krongard brings to the Board expertise relevant to Xerox, including her substantial asset management expertise and her operational and leadership experience serving as a senior executive at large, complex asset management organizations. Ms. Krongard brings extensive investment, strategic planning and financial expertise gained as a director of other public companies. Ms. Krongard also has significant compensation, finance, audit and corporate governance experience acquired through her service on the boards and committees of other publicly traded companies.

		Scott Letier Age: 59       Director since: 2018 Xerox securities owned: 7,434 DSUs Options/Rights: 6,254 DSUs Occupation: Managing Director of Deason Capital Services, LLC Education: B.B.A. with a concentration in accounting, Southern Methodist University — Cox School of Business Board Committees: Compensation, Corporate Governance Key Skills: • Technology • Leadership • Global Business • Financial • Public and Private Company Boards & Governance

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

Other Background: Scott 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 years of prior leadership roles serving as a private equity investment professional and chief financial officer,

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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 on the Board of Directors of Conduent Incorporated and 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 County Community College District 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 his over 20 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.

		Giovanni (“John”) Visentin Age: 57       Director since: 2018 Xerox securities owned: 295,263 shares of Common Stock Options/Rights: 201,986 stock options; 308,289 RSUs; 632,718 PSUs Occupation: Vice Chairman and Chief Executive Officer of Xerox Corporation Education: Bachelor of Commerce, Concordia University (Montreal, Canada) Board Committees: None — Chief Executive Officer Key Skills: • Technology • Leadership • Global Business • Financial • Business Operations • Public Company Boards & Governance

Other Directorships (past 5 years): Presidio, 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.

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 recommends a vote

FOR

the election of each of the seven directors nominated by the Board

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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 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 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)

The 2030 Agenda of the United Nations for Sustainable Development provides a global blueprint for dignity, peace and prosperity for people and the planet, now and in the future. Achieving the SDGs requires immediate and accelerated actions by countries along with collaborative partnerships among governments and stakeholders at all levels.

Technology companies, like Xerox, are important stakeholders that can lead by example in their own operations and provide the solutions and countermeasures globally to achieve the goals.

Established over a half century ago by founder Joseph C. Wilson, our corporate values have stood the test of time and align with the SDGs. We will continue our efforts to bring our Operations and those of our customers closer to goal.

Our Corporate Social Responsibility Goals

Below is a summary of our environmental and social goals and a status of our progress towards achieving those goals. More detailed information can be found in our 2020 Corporate Social Responsibility Goals and Progress Report which is available on our website at https://www.xerox.com/en-us/about/corporate-social-responsibility, as well as in our 2020 Corporate Social Responsibility Report which is available on our website at https://www.xerox.com/en-us/about/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 https://www.xerox.com/en-us/about/ehs. Information on the Xerox website is not incorporated by reference into this proxy statement.

ENVIRONMENTAL GOALS

Operations

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Products

SOCIAL GOALS

Labor: Workplace Safety

Labor: Balanced Workforce/Diversity

DIVERSITY AND INCLUSION

Diversity and inclusion are an essential part of Xerox’s culture. Our long history of promoting diversity in our ranks began over a half-century ago, with the leadership of one man: Joseph C. Wilson, the first CEO of modern-day Xerox. Thanks to his vision, diversity became a part of our value system.

First introduced at the White House by President Obama, our Wilson Rule marks enhanced efforts to increase the representation of minorities and women in management and senior-level professional positions. The Wilson Rule requires that women and minorities be among the final pool of qualified candidates for open management and senior-level professional positions in the U.S. Outside the U.S., women must be considered among the final pool of qualified candidates for the same management and senior-level professional positions.

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Today, we have one of the most diverse workforces in the world. Through diversity of backgrounds and perspectives, 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. Globally, we create policies that support our business goals and reflect the culture of the countries in which we do business. Xerox does not discriminate on the basis of race, color, religious belief, sex, age, national origin, citizenship status, marital status, union status, sexual orientation or gender identity.

And we continue to learn and adapt every day. We build and sustain a global workforce and supply base that represent and connect with the different people and communities we serve. In today’s changing, connected world, our shared commitments to respect each other and listen to each other remain critical to our success.

We recognize that diversity and inclusion gains will not be sustained unless our workplace promotes and encourages new ways of problem-solving and diversity of thought. To that end, we promote understanding and inclusion through a comprehensive set of diversity initiatives and strategies including:

More about these initiatives and strategies can be found on the “Careers” page of our website, which is available at: www.xerox.com/en-us/jobs/diversity. Information on the Xerox website is not incorporated by reference into this proxy statement.

CORPORATE GOVERNANCE

Xerox is committed to the highest standards of business integrity and corporate governance. All of our directors, executives and employees must act ethically. 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/en-us/about/corporate-social-responsibility/finance-code-of-conduct and xerox.com/en-us/about/corporate-social-responsibility/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 www.xerox.com/governance. They 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, as may be required under applicable SEC and NYSE 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

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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.

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 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.

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 9, 2020 and no later than December 9, 2020 will be considered for nomination at the 2021 Annual Meeting of Shareholders

Shareholder Proxy Access

In March 2020, the Board amended the Company’s By-Laws, adding Section 13 to Article I of the By-Laws, to permit a shareholder, or a group of up to twenty (20) shareholders, 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. The Company’s By-Laws are available on our website at: www.xerox.com/governance.

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 role 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

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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 86 percent 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.

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 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 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:

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Our Board has determined that all of the nominees for election as directors are independent under the NYSE corporate governance rules and our Corporate Governance Guidelines, with the exception of John Visentin, our 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 of view of both the director and the persons or organizations with which the director has relationships. See Certain Relationships and Related Person Transactions.

Based on the results of the aforementioned review, 86% 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 2019, 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 2019, the compensation of Kimberly Finley, spouse of Joseph H. Mancini, Jr., our Chief Accounting Officer, was $467,021. Ms. Finley is Director, Tax Accounting at Xerox and has been with Xerox for over 25 years.

BOARD OF DIRECTORS AND BOARD COMMITTEES

Committee Functions, Membership and Meetings

Our Board has four standing committees: Audit, Compensation, Corporate Governance and Finance. Set forth below is a summary of the responsibilities of each committee, the number of committee meetings held during 2019 for each committee and a list of the members of each committee.

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Audit Committee (12 meetings)

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

The responsibilities of the Audit Committee include:

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 77.

Members: Jonathan Christodoro, Joseph J. Echevarria, and Nicholas Graziano.

Chairman: Mr. Echevarria

The Board has determined that all of the members of the Audit Committee are (1) independent under the Company’s Corporate Governance Guidelines and under the applicable SEC and NYSE corporate governance rules and (2) “audit committee financial experts,” as defined in the applicable SEC rules, and (3) financially literate. Sara Martinez Tucker, who served on the Audit Committee until May 21, 2019, satisfied the foregoing standards during her time as a member of the Audit Committee. 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 (5 meetings)

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

The responsibilities of the Compensation Committee include:

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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 25) and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The CD&A discusses the material aspects of the Company’s compensation objectives, policies and practices. The Compensation Committee’s report appears on page 56 of this Proxy Statement.

The Compensation Committee has not delegated its authority for compensation for executive officers. The Compensation Committee has, however, delegated to the 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 CEO. The CEO is also responsible for setting the compensation of, reviewing performance goals and objectives for, and evaluating officers who are not executive officers.

Executive officer compensation decisions are made by the Compensation Committee after discussing recommendations with the CEO and the Chief Human Resources Officer. The Chief Financial Officer confirms the Company’s financial results used by the Compensation Committee to make compensation decisions. The Chief Financial Officer attends Compensation Committee meetings to discuss financial targets and results for the Annual Performance Incentive Plan and the Executive Long-Term Incentive Program as described in the CD&A. The Compensation Committee meets in executive session to review and approve compensation actions for the 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 2019, 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 37 of this Proxy Statement.

Members: Jonathan Christodoro, Cheryl Gordon Krongard, and Scott Letier.

Chair: Mrs. Krongard

The Board has determined that all of the members of the Compensation Committee are independent under the Company’s Corporate Governance Guidelines and NYSE corporate governance rules. Gregory Q. Brown, who served on the Compensation Committee until May 21, 2019, satisfied the foregoing independence standards during his time as a member of the Compensation Committee. In addition, each Committee member is a “non-employee director” as defined in Rule 16b-3 under the 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, during the last fiscal year, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Board or Compensation Committee.

Corporate Governance Committee (4 meetings)

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

The responsibilities of the Corporate Governance Committee include:

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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: Keith Cozza, Cheryl Gordon Krongard, and Scott Letier.

Chairman: Mr. Cozza

The Board has determined that all of the members of the Corporate Governance Committee are independent under the Company’s Corporate Governance Guidelines and the NYSE corporate governance rules. Sara Martinez Tucker, who served on the Corporate Governance Committee until May 21, 2019, satisfied the foregoing independence standards during her time as a member of the Corporate Governance Committee.

Finance Committee (4 meetings)

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

The responsibilities of the Finance Committee include:

Members: Jonathan Christodoro, Joseph J. Echevarria, and Nicholas Graziano.

Chairman: Mr. Graziano

The Board has determined that all of the members of the Finance Committee are independent under the Company’s Corporate Governance Guidelines and the NYSE corporate governance rules. Gregory Q. Brown, who served on the Finance Committee until May 21, 2019, satisfied the foregoing independence standards during his time as a member of the Finance Committee.

Attendance and Compensation of Directors

Attendance: 16 meetings of the Board and 25 meetings of the Board committees were held in 2019. All incumbent directors attended at least 75 percent 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 the director recused him or herself from the meeting. The Company’s policy generally is for all members of the Board to attend the Annual Meeting of Shareholders. All nominees who were serving as directors at the time attended the 2019 Annual Meeting of Shareholders, except for Mr. Graziano and Mr. Letier, who did not attend due to conflict with another shareholder meeting for a company on whose board they serve as directors. 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 Annual Director Compensation

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 2019.

During 2019, the annual cash retainer for directors was $85,000 (for the fiscal year January 1 to December 31); 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 chairman of the Audit Committee received an additional $30,000; Audit Committee members each received an additional $15,000; the chairman of the Compensation Committee received an additional $25,000; Compensation Committee members each received an additional $12,500; the

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chairman of the Corporate Governance Committee received an additional $20,000; the chairman of the Finance Committee received an additional $15,000; and the Corporate Governance and Finance Committee members each received an additional $10,000. The additional annual fee for the independent (non-executive) Chairman of the Board was $100,000. 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. Directors do not have an option to receive additional equity in lieu of cash. Directors also receive reimbursement for out-of-pocket expenses incurred in connection with their service on the Board.

Directors 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 awarded. RSUs vest one year following the date of grant and are paid out in shares of our common stock as on the vesting date. New DSUs 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 requirement in the Company, which shall be equal in value to five times the annual Board cash retainer. This requirement shall be achieved within five years of the later of (i) December 12, 2018 and (ii) 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 also 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. 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, amended and restated, with shareholder approval, in 2013 and in 2019 and adopted by Xerox Holdings Corporation upon consummation of the merger of Xerox Corporation into a subsidiary of Xerox (Reorganization). 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 during fiscal year 2019 was as follows:

Effective January 1, 2019, we changed from awarding DSUs quarterly in advance to awarding DSUs and/or RSUs annually on the date of the annual meeting of shareholders. The DSUs and/or RSUs awarded annually are for the period from annual meeting to annual meeting, rather than the fiscal year in which they were awarded, and do not vest unless the director completes the year of service from one annual meeting to the next annual meeting. For this reason, the table reflects both: (1) the annual award of $200,000 worth of DSUs and/or RSUs made to each director (other than Mr. Brown and Ms. Tucker) on May 21, 2019, the date of last year’s annual meeting of shareholders; and (2) a separate award of DSUs made to cover the stub period January 1, 2019 to May 21, 2019, when the first annual grant of DSUs and/or RSUs was made. The DSUs awarded for the stub period were vested as of the date of grant.

The total number and value of all DSUs and RSUs (including DSU dividend equivalents) as of the end of 2019 (based on the December 31, 2019 closing market price of our common stock of $36.87) held by each director is as follows: Mr. Brown, 15,864 ($584,906); Mr. Christodoro, 23,070 ($850,591); Mr. Cozza, 13,550 ($499,589); Mr. Echevarria, 22,332 ($823,381); Mr. Graziano, 13,688 ($504,677); Ms. Krongard, 22,332 ($823,381); Mr. Letier, 13,688 ($504,677); and Ms. Tucker 44,812 ($1,652,218).

For information on compensation for Mr. Visentin, a director and the Vice Chairman and Chief Executive Officer of Xerox, see the executive compensation table beginning on page 57.

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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 December 31, 2019, except as otherwise set forth below.⁽¹⁾

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The Reporting Persons may be deemed to beneficially own, in the aggregate, 23,456,087 shares of common stock.

High River has sole voting power and sole dispositive power with regard to 4,691,218 shares of common stock. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares. Icahn Partners has sole voting power and sole dispositive power with regard to 11,130,555 shares of common stock. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares of common stock. Icahn Master has sole voting power and sole dispositive power with regard to 7,634,314 shares of common stock. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares of common stock.

Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, may be deemed to indirectly beneficially own the shares of common stock that High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such shares of common stock for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, may be deemed to indirectly beneficially own the shares of common stock which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of common stock for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, may be deemed to indirectly beneficially own the shares of common stock which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of common stock for all other purposes.

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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 29, 2020, 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 29, 2020. The amount beneficially owned by all directors and executive officers as a group also amounted to less than 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 29, 2020, 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. 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 within 60 days of February 29, 2020.

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.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and 10% or greater stockholders to file with the SEC reports of ownership and changes in ownership of common stock of the Company. Based solely on our review of these 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 2019, except as follows: Michael Feldman, Suzan Morno-Wade, Joseph Mancini, Jr. and Hervé Tessler each filed late, due to administrative error, one Form 4 Report reporting vesting of RSU and PSU awards and the related withholding of shares to satisfy tax obligations.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

LETTER FROM THE COMMITTEE CHAIR

Dear Fellow Shareholders,

Building on our achievements in 2019, Xerox is poised to make fundamental changes in our business that will guide the future trajectory of the Company. Execution on our strategy is critical to our success. We need our workforce to be focused and motivated. Xerox’s Compensation Committee remains committed to working with our shareholders to ensure the Company’s compensation plans support our business objectives, align with shareholders’ interests, and continue to motivate and retain talented executives.

A year ago, Xerox embarked on a three-year strategic plan and I am happy to report that we are ahead of schedule, having exceeded almost all financial targets for 2019.

The year 2018 included a tumultuous period with the termination of a merger agreement with Fuji Xerox and the appointment of a new leadership team. The leadership team in place since mid-2018 has generated results and demonstrated success in navigating strategic initiatives that will continue to drive shareholder value in the future. As we review Xerox’s executive compensation program and make decisions regarding executive pay, we continue to take into account our industry climate, our performance and the competitiveness of the executive talent market.

The Compensation Committee has engaged in an extensive dialogue with our shareholders regarding our executive compensation and carefully considered the feedback we received with the aim of taking actionable steps to more closely align our compensation strategy with the long-term interests of our shareholders. The results of the 2019 say-on-pay vote drove home the importance of revitalizing our shareholder outreach program, which we had deliberately limited in 2018 so we could focus on stabilizing our operations and formulating our new business strategy, which we publicly announced at an Investor Day in February 2019. We understand many of our shareholders were concerned about this, and about the alignment between CEO pay and performance. We recognize that there were concerns raised on executive compensation, including the terms of the new CEO’s compensation. As a result, this year, we conducted a robust shareholder outreach program, contacting shareholders representing more than 86% of our outstanding shares, including owners of a majority of the shares voted against the say-on-pay proposal at last year’s annual meeting.

Based on the feedback we received, we reviewed our executive compensation programs and considered what was working well and what should change. The Compensation Committee and the Board, assisted by members of management, took steps to reflect shareholder feedback and to advance the core principles of our executive compensation philosophy, as follows:

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We believe that our executive compensation program promotes consistent leadership, sound decision-making and results that are aligned with shareholders’ interests, without taking inappropriate or unnecessary risks. The Company’s business performance during 2019, as demonstrated by our 87% improvement in stock price from December 31, 2018 to December 31, 2019, speaks for itself. Our “say-on-pay” proposal is found on page 78 of this Proxy Statement, and the Board recommends that you vote ‘FOR’ this proposal. We also invite you to consider additional information about our compensation philosophy and decisions in the Compensation Discussion and Analysis (“CD&A”) on the following pages.

I am confident that our executive compensation programs support our strategy, secure our talent, and drive shareholder value creation. We value the opinions of our shareholders, and the Compensation Committee will take into account the outcome of this vote when considering future compensation decisions.

Sincerely,

Cheryl Gordon Krongard

Chair, Compensation Committee

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EXECUTIVE SUMMARY

Delivering on 2019 Commitments

Xerox developed the following strategic initiatives to position the Company for long-term success.

Xerox Strategic Initiatives

Strategic InitiativeExamplesOptimize Operations for Simplicity-Simplify operating model for greater accountability and efficiency-Optimize the supply chain and supplier competitiveness-Make it easier to do business with XeroxDrive Revenue-More effectively support customers-Sell higher-value services and integrated solutions-Expand software and services offeringsRe-energize the Innovation Engine-Focus investments in growing market segments such as AI (Artificial Intelligence) and IoT (Internet of Things)-Leverage expertise to develop differentiated technology-Monetize new innovationsFocus on Cash Flow and Increasing Capital Returns-Maximize cash flow generation-Return at least 50% of free cash flow(1) to shareholders-Focus on Return on Investment (ROI) and Internal Rate of Return (IRR) to make capital allocation decisions

Our emphasis continues to be on creating a simpler, more agile and effective organization by enhancing Xerox’s focus on customers and partners and instilling a culture of continuous improvement. We are driving end-to-end transformation of our systems and processes to create greater focus, speed, accountability and effectiveness. This will enable Xerox to be more competitive, invest in growth and maximize shareholder returns.

We ended 2019 stronger, delivering full-year results that are ahead of schedule on almost all financial metrics.

For the full year, we increased EPS from continuing operations, cash flow from operating activities of continuing operations and adjusted⁽¹⁾operating margins year-over-year.

In 2019, we made significant progress as a result of Project Own It, our enterprise-wide initiative launched in mid-2018 to simplify and streamline our operations and instill a culture of continuous improvement while driving sustainable, lower costs.

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In November, we restructured our relationship with FUJIFILM and Fuji Xerox, both to monetize an otherwise illiquid asset at an attractive valuation and to establish a more traditional supply relationship, so that we have the ability to source from the partner that can offer the best value proposition. We also redesigned our logistics networks and inventory utilization model. By maximizing competitive tension among our sourcing partners and improving the speed and responsiveness of our supply chain, we are better positioned to serve our clients at a lower cost, thereby improving our revenue trajectory and margins. Our investment initiatives under Project Own It are beginning to take hold as well. For example, we now have nearly 200 bots working across the organization in areas such as order-to-cash, delivery, human resources and finance. We expect to double that number in 2020.

In the second half of 2019, the benefits of revenue-generating initiatives began to flow through to our operating results. We are focused on capturing growth in core markets, broadening services and software, delivering new technology solutions, and further penetrating the small and mid-size business (SMB) market.

Based on 2019 financial performance, results under our Management Incentive Program (MIP), formerly the Annual Performance Incentive Program (APIP), on the 2019 goals previously approved by the Compensation Committee were as follows: Free Cash Flow ⁽¹⁾ metric was achieved at maximum, Operating Margin⁽¹⁾ results were at the high end of the range between threshold and target, and we did not meet our Absolute Revenue⁽¹⁾ metric.

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The above metrics, as referenced within this document, are adjusted to exclude some or all of the following items previously approved by the Compensation Committee: amortization of intangible assets, non-service retirement-related costs, restructuring-related costs, acquisitions, separations or divestitures, non-cash write-offs or impairments, effects of changes in accounting principles, certain items identified in other expenses, net, gains/(losses) from the settlement of tax audits or changes in tax laws, gains/(losses) from acts of war, terrorism or natural disasters, cash payments for restructuring, pension contributions, and other types of unusual or infrequent items.

Named Executive Officers

Our executive compensation strategy plays an important role in attracting, retaining and rewarding individuals with the ability, drive and vision to lead our business, support our long-term success and deliver shareholder value. Our named executive officers (“NEOs”) for fiscal year 2019 were:

Sunset of Vice Chairman & CEO’s Modified “Single-Trigger” Change-in-Control Feature

During 2019, Mr. Visentin agreed to an amendment of his negotiated offer letter that eliminates the modified single-trigger feature of his equity compensation for grants made after May 15, 2020.

See Named Executive Officers with Unique Compensation Arrangements for further information.

Retirement of Hervé Tessler

Effective February 28, 2020, Hervé N. Tessler retired from his role as Executive Vice President. Xavier Heiss was promoted into this role starting February 29, 2020.

See Potential Payments Upon Termination or Change in Control for information about compensation payable in connection with Mr. Tessler’s retirement.

Linking Pay to Performance

We structure our compensation practices to attract and retain first-class executive talent, reward past performance and motivate future performance. Our executive compensation program is designed to pay for performance, create long-term shareholder value, and align executive compensation with our business strategy. By making performance a substantial element of compensation, we link our executives’ interests to the interests of our shareholders. Accordingly, we reward NEOs when the Company achieves short- and long-term performance objectives and we reduce or eliminate performance-based components of compensation when the Company does not achieve those objectives.

Our actual 2019 payouts under the short-term and long-term incentive programs demonstrate our alignment of pay with performance.

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Shareholder Outreach and Engagement

We understand the message shareholders sent in our 2019 say-on-pay vote, and we have revamped our shareholder outreach plan in response. Our new shareholder outreach plan and findings from our conversations with investors are detailed in the next section, Say-on-Pay Votes and Shareholder Engagement.

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SAY-ON-PAY VOTES AND SHAREHOLDER ENGAGEMENT

Changes in leadership and business strategy during 2018 unfortunately necessitated that Xerox step back from our preferred level of shareholder outreach until the Company’s new strategic direction could be thoughtfully developed and communicated. For that and other reasons, including certain one-time features of the new CEO’s compensation package, at our annual meeting of shareholders held on May 21, 2019, only 40.22% of the votes cast on our say-on-pay proposal were voted in favor of the NEO compensation disclosed in our 2019 Proxy Statement. We understand the message shareholders sent in our 2019 say-on-pay vote results, and we have revamped our shareholder outreach plan in response. Our new shareholder outreach plan and findings from our conversations with investors are detailed below. In response to the 2019 say-on-pay vote, management and our Board increased engagement efforts with our shareholders to better understand the concerns they had, to provide clear information on the Company’s strategic direction and its alignment with our compensation programs and decisions, and to more closely tailor our compensation programs with shareholder interests and concerns.

We developed a new continuous program for more robust shareholder engagement as illustrated in the chart below. This year-round program creates transparency between the Board and our shareholders and generates ongoing discussion and informed relationships. It is designed to gather first-hand information from our shareholders and, in turn, to provide our shareholders with an opportunity to engage directly with the Chair of our Compensation Committee and key members of the Xerox leadership team.

Xerox’s Continuous Shareholder Outreach Cycle

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After our new three-year strategic plan was announced at an Investor Day in February 2019, we significantly expanded shareholder outreach activities to share this new strategy with current and potential shareholders, so we could gather their feedback and ensure any concerns regarding compensation were addressed. We contacted our 100 largest shareholders (representing more than 86% of our shares outstanding including owners of a majority of the shares voted against the say-on-pay proposal at last year’s annual meeting) to invite them to discuss governance related topics and spoke, in some cases on multiple occasions, with shareholders representing more than 52% of the outstanding shares, including owners of a majority of the shares voted against the say-on-pay proposal at the 2019 annual meeting.

Key concerns identified by shareholders during these conversations are highlighted in the table below.

Key Topics Raised by Shareholders and Xerox Response

TopicOutcomeApplication of discretionAs a result of comments made by shareholders as well as thoughtful discussion at the Board level, we are limiting the application of positive discretion in determining compensation. None of the NEOs received positive discretion on their 2019 MIP awards.Limited shareholder engagementThe discussion above highlights our revised, more robust approach to shareholder engagement.Overlapping annual and long-term incentive metricsWe have analyzed the metrics in our incentive plans and believe they are appropriate for Xerox's turnaround strategy at this time. While there remains some overlap between our annual and multi-year incentive plan metrics, we continue to believe that having similar metrics for a portion of our long-term plan and our annual plan supports achievement of goals for both plans. We will continue to review the appropriateness of similar metrics on an ongoing basis."Single trigger" change-in-control feature and one-time Compensation for Vice Chairman & CEOWhen we negotiated the terms of Mr. Visentins offer in the second quarter of 2018, it was uncertain whether Xerox would continue to be an independent company due to the potential transaction with FUJIFILM Holdings Corporation. As a result, a modified single-trigger change-in-control feature was necessary to successfully recruit Mr. Visentin and align his incentives with those of shareholders. As part of his 2018 hire package, Mr. Visentin received one-time awards that will not be repeated in the future. These awards resulted in higher first year compensation than provided in 2019. In an acknowledgment that this earlier period of uncertainty was not permanent, Mr. Visentin's negotiated offer letter was amended during 2019 to sunset the single-trigger change-in-control feature. See Named Executive Officer With Unique Compensation Arrangement for further information.

We will continue to reach out to investors and to consider how our actions align with their interests when making future compensation decisions for our NEOs.

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OUR EXECUTIVE COMPENSATION PRINCIPLES

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

Core PrinciplesXerox PracticeCompensation should reinforce our business objectives and values-Reward contributions and leadership that increase profit, revenue, operating cash flow and shareholder value-Enhance confidence in our financial leadership-Create and maintain the commitment of our customers and employeesCompensation should be linked to performance and should not motivate unnecessary risk-Generally, at least two-thirds of our NEOs' pay is performance based, which means it is at risk and varies from year to year based on performance -A significant portion of total compensation is tied to Xerox's financial performance -The Compensation Committee monitors how our compensation programs could affect management's behavior to ensure that performance objectives do not motivate executives to take unnecessary risk that could jeopardize the health and future of the CompanyThere should be flexibility in allocating the various compensation elements-The Compensation Committee uses a variety of compensation elements to establish compensation packages-The Compensation Committee does not impose a specific targeted mix of compensation elements in cash versus equity, fixed pay versus variable pay, or long-term versus short-term incentives. It instead retains flexibility to award compensation that best reflects the Company's then-current needs and circumstancesCompensation opportunities should be competitive-The Compensation Committee reviews peer group compensation data as well as other third-party compensation surveys annually to ensure that our executive compensation program is competitive-Our compensation program ensures pay levels are aligned with performance, tenure, individual contributions, and other factorsIncentive compensation should balance short-term and long-term performance-Incentive opportunities based on both short-term and long-term objectives are designed to promote strong annual results and the Company's long-term viability and successNEOs should have financial risk and reward tied to their business decisions-Over 80% of our NEO compensation on average is designed to be at risk -The portion of total compensation represented by short-term and long-term incentive programs increases with positions at higher levels of responsibility, as these executives have the greatest ability to influence the Company's strategic direction and results -We require our NEOs to own shares of Company stock in order to align their financial risks and rewards with those of our shareholdersThe pay practices for our NEOs should align with the pay practices of our other senior level employees-The practices we use to set base pay, retirement and savings, and health and welfare benefits for the NEOs are generally consistent with the practices used to set compensation for our other senior level employees

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SUMMARY OF 2019 COMPENSATION ACTIONS

The primary elements of our executive compensation program for the NEOs are:

The Compensation Committee made several decisions regarding the compensation of NEOs in 2019, as summarized below.

Base Salaries

Executive salaries reflect peer group data and the complexity of the NEOs’ roles. During 2019, the base salaries for our NEOs did not change from 2018 levels.

For further information on base salaries, see 2019 Compensation for the Named Executive Officers — Base Salary.

Short-Term Incentives

The 2019 performance measures and weightings for our Management Incentive Program (MIP), formerly the Annual Performance Incentive Program (APIP), were: Absolute Revenue,⁽¹⁾ Free Cash Flow,⁽¹⁾ and Operating Margin⁽¹⁾ (weighted equally). These metrics reflect changes from 2018, as follows:

Based on the following results, the Compensation Committee approved the short-term incentive calculated payout factor of 97.8% of target. A summary of performance results relative to predetermined performance levels is below.

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2019 MIP Results ($ in million unless a %)

The target award opportunities for 2019 remained the same as in 2018 for all of our NEOs. Following a review of overall Company results, business unit results and individual contributions, the Compensation Committee approved NEO payouts within a range of 39.1% to 97.8% of target, as shown below.

2019 MIP Payout

For more information on short-term incentives, refer to 2019 Compensation for the Named Executive Officers — Short-Term Incentives.

Long-Term Incentives

Our 2019 Executive Long-Term Incentive Program (E-LTIP) included awards granted in the form of performance share units (PSUs) (60%) and restricted stock units (RSUs) (40%). Stock options were not included in our 2019 E-LTIP awards. Instead, the objective of stock option grants (to provide greater alignment with shareholders and increased focus on improving stock price performance) was achieved in our 2019 E-LTIP grants through PSUs with an Absolute Share Price⁽¹⁾ metric, weighted at 50%.

The grant date for these awards was January 14, 2019 for the named executive officers. In 2019, the timing of our E-LTIP grant was changed from April to January to more closely align the grant date with the underlying performance period for the PSUs. Earned PSUs cliff-vest three years from the grant date following the Compensation Committee’s certification of performance results. RSUs vest 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and 50% on the third anniversary of the grant date.

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PSUs are earned based on achieving pre-established performance goals. The 2019 performance measures and weightings for the portion of the award granted as PSUs were as follows:

For more information on long-term incentives, see 2019 Compensation for the NEOs — Long-Term Incentives.

Total Target Compensation

Complete compensation information for our NEOs appears in the Summary Compensation Table on page 57. The following table, approved by the Compensation Committee, shows annualized base salary, target and actual short-term incentive (MIP), and annual long-term incentive (E-LTIP) and is used to manage executive pay:

Looking Ahead to 2020

The Compensation Committee took the following actions for 2020:

These metrics were chosen and continued for the 2020 cycle because of their close alignment to shareholder interests and business success.

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GOVERNANCE OF THE EXECUTIVE COMPENSATION PROGRAM

Oversight

The Compensation Committee administers the executive compensation program on behalf of the Board and our shareholders. The members of the Compensation Committee are Cheryl Gordon Krongard, who became the Committee Chair on May 14, 2018, Jonathan Christodoro and Scott Letier, who were each appointed to the Compensation Committee on May 14, 2018. (Gregory Q. Brown stepped down from the Compensation Committee as of the date of the 2019 Annual Meeting and did not stand for re-election as a director.)

All directors who serve on the Compensation Committee are independent directors in accordance with applicable NYSE standards, including heightened independence requirements for Compensation Committee members. Their biographies appear beginning on page 4 of this Proxy Statement.

The Compensation Committee’s responsibilities are discussed beginning on page 17 of this Proxy Statement. A complete description of the Compensation Committee’s responsibilities and functions appears in its charter, which can be found on our website at www.xerox.com/governance.

Independent Consultant

The Compensation Committee has retained the services of an independent compensation consulting firm, FW Cook, to assist with its responsibilities. FW Cook reports only to the Compensation Committee and has not performed any other work for the Company since being retained as an independent consultant to the Compensation Committee. As provided in its charter, the Compensation Committee has the authority to determine the scope of FW Cook’s services and may terminate their engagement at any time. The Compensation Committee reviewed FW Cook’s independence under SEC and NYSE rules and determined there was no conflict of interest.

During fiscal 2019, FW Cook provided the following services:

Best Practices

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

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Risk Assessment

The Compensation Committee believes that our programs encourage positive behavior while balancing risk and reward, consistent with the interests of our shareholders. Management conducts risk assessments each year and presents the findings to the Compensation Committee. Based on the assessment of programs covering our employees and executives for 2019, the Compensation Committee determined that our compensation plans, programs and practices do not motivate behavior that is reasonably likely to have a material adverse impact on the Company. Our assessment included reviews of our internal controls, clawback provisions (including those for engaging in detrimental activity), ownership requirements, overlapping performance periods and vesting schedules, the balance of short- and long-term incentives, and performance goals that are tied to multiple financial metrics.

PROCESS FOR SETTING COMPENSATION

Competitive Market Information

Each year, the Compensation Committee receives and reviews a report comparing the compensation of our NEOs with the compensation of the NEOs of the companies in our peer group. This comparison includes peer group compensation data from the most recent proxy statements for these elements of pay:

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The Compensation Committee reviews the peer group total target compensation (including the individual elements noted above) for each NEO. The competitive peer group market data is prepared, analyzed and presented to the Compensation Committee by FW Cook, the Committee’s independent compensation consultant. FW Cook also presents a broader set of survey data.

When setting compensation, the Compensation Committee also reviews the Company’s performance in relation to the peer group.

Peer Group

To establish the 2019 peer group, several companies were removed from the 2018 peer group as follows: Arrow Electronics, Inc., Avnet, Inc., CDW Corporation, Micron Technology, Inc. and SYNNEX Corporation. These companies were replaced because they no longer met one or more of the selection criteria listed below or they had been acquired and information was no longer available.

The 2019 peer group consisted of the following 19 companies:

The Compensation Committee regularly reviews the composition of the peer group and makes modifications as appropriate. This peer group was reviewed and confirmed by the Compensation Committee for 2019 and we believe these peer group companies on the whole are:

When the Compensation Committee reviewed the peer group data for the last four consecutive quarters, available as of July 15, 2019, the median annual revenue of the peer group was approximately $10.9 billion compared to Xerox revenue of $9.3 billion. The 25th percentile for the peer group revenue data was $6.6 billion and the 75th percentile was $20.8 billion.

Performance Objectives

Following a thorough review of the external market, business outlook, business plan and budgets, the Compensation Committee sets performance objectives for the Vice Chairman & CEO. The Vice Chairman & CEO in turn sets performance objectives, aligned with his objectives, for the other NEOs. For 2019, Mr. Visentin’s performance objectives were focused primarily on the company’s financial goals related to Absolute Revenue⁽¹⁾, Operating Margin⁽¹⁾, and Free Cash Flow⁽¹⁾.

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2019 COMPENSATION FOR THE NAMED EXECUTIVE OFFICERS

Overview

As shown in the chart below, the Compensation Committee follows a thorough and multi-faceted process to establish compensation for our NEOs.

After receiving input from the Vice Chairman & CEO, the Compensation Committee makes its own assessments and formulates compensation amounts. Once all components of compensation are established, the Compensation Committee verifies that the total compensation for each NEO is appropriate and competitive.

The Compensation Committee expects a high level of individual and collaborative performance and contributions, consistent with our NEOs’ level of responsibility, and, when setting compensation, seeks to appropriately motivate our NEOs to achieve a high level of performance.

NEOs generally earn short- and long-term incentive payments based on achievement of pre-established objective performance goals of the Company. Base salary increases and short-term and long-term incentive target award opportunities are determined by taking into consideration the individual’s performance, market data and internal comparisons to ensure that pay is competitive and consistent with Company succession planning objectives and that differences in pay among the officers are appropriate.

Mr. Visentin’s compensation was determined under the same compensation programs and policies pursuant to which the compensation of other Xerox NEOs were determined, except as otherwise provided under the terms of his negotiated offer letter. Mr. Visentin was not present when the Compensation Committee discussed and established his compensation.

2019 Total Target Compensation

Total target compensation includes base salary, target annual short-term cash incentive and target annual long-term equity incentive awards, which includes the 2019 annual E-LTIP grants. For purposes of market comparisons, total target compensation within the range of plus or minus 15% of the peer group median typically is considered as a competitive reference point.

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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We show the 2019 total target compensation, including annual base salary, target and actual short-term incentive compensation, and long-term incentive compensation as described above under Executive Summary — Summary of 2019 Compensation Actions. More complete compensation information appears in the Summary Compensation Table on page 57.

Fixed Versus Variable Pay

The charts below show the 2019 pay mix for our NEOs as well as the portion of their total target compensation that is in the form of variable pay. The target pay presented in the charts represents base salary, target short-term incentive MIP awards and annual long-term incentive E-LTIP awards.

Base Salary

Base salary is the fixed pay element of our compensation program. The Compensation Committee reviews and approves base salaries annually, typically in February. The Compensation Committee also reviews NEO salaries when there is a specific event, such as a new hire, promotion or achievement of an extraordinary level of performance. There were no base salary increases during 2019 for any of our NEOs.

Short-Term Incentives

The Company’s MIP provides for short-term incentive awards paid in the form of cash for our NEOs and other eligible employees. Each year, the Compensation Committee determines the target short-term incentive award opportunity under the MIP, stated as a percentage of base salary, for each NEO.

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The following chart shows our process for setting short-term incentive awards. This process typically takes place in the first quarter of the year.

StepProcessBoard of Directors-Reviews Company results for previous year-Considers annual operating plan for the current yearVice Chairman & CEO-With the Chief Financial Officer (CFO), assesses prior year performance-Recommends to the Compensation Committee performance measures for the coming year -Recommends actions related to payment of awards based on prior year performance and establishment of short-term incentive target awards for the coming year for the other NEOsCompensation Committee-With the input of the Vice Chairman & CEO and CFO, assesses prior year performance against goals-With the input of the Vice Chairman & CEO, determines awards earned for the prior year-Sets performance measures and weightings for the current year, including the threshold, target and maximum goals for each measure; payout ranges; potential adjustment categories; and overall design

Short-term incentives, if earned based on the previous fiscal year’s performance, are generally paid in the March / April time frame.

Short-Term Incentive Target Award Opportunity for the Individual Named Executive Officers

The short-term incentive target award opportunity for each NEO takes into account many factors, including scope of responsibility and comparable targets for NEOs in the peer group. If an executive’s responsibilities change after February, when the terms of the short-term incentive awards are generally approved, the Compensation Committee may adjust the short-term incentive target award opportunity for that executive. No changes were made to target award opportunities for any NEOs from their 2018 levels.

Determining Short-Term Incentive Award Payouts

After the end of each fiscal year, the CFO confirms the financial results and communicates the results to the Compensation Committee. Subject to the Compensation Committee’s review and approval, any material unusual or infrequent charges or gains/(losses) may be excluded from the MIP short-term incentive calculations in order to obtain normalized operational results of the business.

Each performance measure is assessed and calculated independently. The weighted results of each measure are added together to determine overall performance results. Even if pre-established performance measures are achieved, the Compensation Committee retains the discretion to adjust the calculated incentive payout, as it deems appropriate, based on overall Xerox performance. The Compensation Committee also may use its discretion to adjust a MIP award based on individual performance provided that an individual executive’s award never exceeds two times the executive’s target award opportunity.

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Under extraordinary circumstances, if the Compensation Committee believes an additional incentive is appropriate to reward and motivate executives, it has authority to pay discretionary cash awards outside of the MIP that are separate and independent of any calculated MIP incentive payout.

2019 Short-Term Incentive Award Performance Measures and Payouts

The performance measures set by the Compensation Committee for 2019 were Absolute Revenue⁽¹⁾, Operating Margin⁽¹⁾ and Free Cash Flow⁽¹⁾. Although we consider historical performance when setting future performance goals, these goals were aligned with our 2019 operating plan at the time they were established and designed to be challenging, yet achievable. The payout for achieving target performance goals is 100% of target and the payout for achieving maximum performance goals is 200% of target, with payout at 200% representing attainment of outstanding performance results. The payout for achieving threshold performance goals is 50% of target. There is no payout for results below the threshold levels established by the Compensation Committee. Payouts are made proportionately for achievement at levels between threshold and maximum goals.

The weightings, threshold, target and maximum goals, payout ranges and performance results against the established 2019 performance measures are as follows ($ in millions):

2019 MIP Results ($ in millions unless a %)

2019 MIP — Calculation of Performance Results ($ in millions unless a %)

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The short-term plan contains specific metrics, but also permits the Compensation Committee some limited discretion as described above under Determining Short-Term Incentive Award Payouts.

The Compensation Committee approved the calculated payout factor of 97.8% of target, reflecting performance results for all three measures, determined in accordance with the process and applicable goals and weightings described above. The Compensation Committee approved NEO payouts at 97.8% achievement with no discretion applied, other than for Mr. Tessler, whose reduced payout reflects EMEA performance. For more information on short-term incentive payouts, see the Total Target Compensation section on page 36.

2019 Earned Base Salary ($) X Target MIP Opportunity Overall Xerox Performance (Payout Range: 0%-200% of Target) ($) = Actual Cash Incentive Award ($)*

The Compensation Committee believes that the fiscal 2019 short-term incentive payments are consistent with our strategy of compensating NEOs for achieving important business goals. In view of the Company’s 2019 results, the Compensation Committee believes that the annual short-term incentive payments resulted in reasonable and appropriate performance-related incentive payments to the NEOs.

The annual incentives paid to the NEOs in April 2020 for fiscal year 2019 are shown in the Summary Compensation Table. Additional information about the short-term incentive opportunities is shown in the Grants of Plan-Based Awards table.

Long-Term Incentives

We provide long-term incentives to reward NEOs for sustained performance, as a retention incentive and to align executives’ interests with the interests of our shareholders.

Executive Long-Term Incentive Program

Our Executive Long-Term Incentive Program (E-LTIP) awards are made annually and off-cycle for special purposes (such as new hire, promotion and recognition), pursuant to the 2004 Performance Incentive Plan. The 2019 awards were issued 60% as PSUs and 40% as RSUs.

PSUs are typically based on achievement of goals over a performance period covering three fiscal years. The service period for these PSUs is three years from the date of grant. Earned PSUs vest after the Compensation Committee certifies the results for the performance period. RSUs are subject to time-based vesting requirements and currently are scheduled to vest 25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date and 50% on the third anniversary of the grant date.

Upon vesting of PSUs and RSUs, dividend equivalents are paid in cash on vested shares in an amount equal to the dividends the executive would have earned from having owned the same amount of Xerox Common Stock (up to the target number of shares) throughout the vesting period. Dividend equivalents are not paid with respect to stock options.

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Compensation Committee Actions Relating to E-LTIP Awards

E-LTIP awards are based on a review of both peer group and market data, operating results, each executive’s past and expected future contributions and retention of key personnel.

Actions the Compensation Committee Takes every year with respect to E-LTIP awards -For completed performance periods, determines the number of PSUs, if any, earned by each NEO based on the results for the performance period -For the new PSU cycle, establishes overall design, performance measures and weightings; the threshold, target, and maximum goals for each measure; and payout ranges -Approves new E-LTIP grants for NEOs Specific actions taken for 2019 E-LTIP Grants -Approved 2019 long-term incentive target grant values for NEOs -Approved design, performance measures and weightings. Set threshold, target, and maximum goals for each measure and payout ranges

The 2019 E-LTIP awards were granted in the form of 60% PSUs and 40% RSUs as shown below. Delivering two different forms of equity provides a means of balancing financial and strategic performance and promotes retention.