Xerox 8-K Signals Executive/Director Changes, Compensation Updates

TL;DR

**Xerox filed an 8-K on Dec 29, 2023, indicating executive/director changes and compensation updates, but no specifics yet.**

AI Summary

This 8-K filing from December 29, 2023, by Xerox Holdings Corporation (and its subsidiary Xerox Corporation) is a routine administrative update, primarily indicating a 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers' and 'Regulation FD Disclosure'. While the filing itself doesn't detail specific personnel changes or compensation, it signals that such events occurred on the reported date. For investors, this matters because changes in leadership or executive compensation can impact company strategy, performance, and ultimately, stock value, though the specific impact cannot be determined from this filing alone.

Why It Matters

Changes in executive leadership or compensation can signal shifts in company direction or financial health, directly influencing investor confidence and stock performance.

Risk Assessment

Risk Level: low — This filing is administrative and does not disclose specific events that would immediately impact the company's risk profile.

Analyst Insight

A smart investor would note this administrative filing and await subsequent detailed disclosures (e.g., 10-K, proxy statements, or future 8-Ks) to understand the specific personnel changes or compensation details and their potential impact on Xerox's strategy and financial outlook.

Key Players & Entities

• Xerox Holdings Corporation (company) — registrant of the 8-K filing
• Xerox Corporation (company) — subsidiary registrant of the 8-K filing
• December 29, 2023 (date) — date of earliest event reported in the 8-K

FAQ

Key Financial Figures

• $1.00 — ich registered Common Stock, par value $1.00 XRX NASDAQ Global Select Market Se
• $625,000 — is entitled to an annual base salary of $625,000 and is elig i ble to receive an annual
• $2.7 m — t grant with a grant date fair value of $2.7 million, which will vest ratably over a t
• $2.3 million — with a target grant date fair value of $2.3 million during Xerox's normal 2024 grant cycle

Filing Documents

• d105522d8k.htm (8-K) — 44KB
• d105522dex101.htm (EX-10.1) — 9KB
• d105522dex102.htm (EX-10.2) — 12KB
• d105522dex103.htm (EX-10.3) — 64KB
• d105522dex991.htm (EX-99.1) — 23KB
• g105522g0105125437460.jpg (GRAPHIC) — 1KB
• g105522g02l26.jpg (GRAPHIC) — 3KB
• g105522g57n78.jpg (GRAPHIC) — 2KB
• 0001193125-24-003451.txt ( ) — 345KB
• xrx-20231229.xsd (EX-101.SCH) — 5KB
• xrx-20231229_cal.xml (EX-101.CAL) — 1KB
• xrx-20231229_def.xml (EX-101.DEF) — 12KB
• xrx-20231229_lab.xml (EX-101.LAB) — 20KB
• xrx-20231229_pre.xml (EX-101.PRE) — 12KB
• d105522d8k_htm.xml (XML) — 4KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 29, 2023, Xerox Holdings Corporation ("Xerox Holdings") and Xerox Corporation ("Xerox Corp" and, together with Xerox Holdings, "Xerox") entered into an offer letter (the "Offer Letter") with Louie Pastor setting forth the terms of his employment as Executive Vice President, Chief Transformation & Administrative Officer. In this capacity, Mr. Pastor will lead the Xerox Reinvention Office, which seeks to structurally redesign and reengineer Xerox for sustainable, profitable, long-term growth, and be responsible for information technology, information security, real estate, and Xerox's Global Business Services organization, which together will work across the company to drive productivity and enterprise-wide enhancements in processes and systems. Mr. Pastor previously served as the Executive Vice President, Chief Corporate Development Officer and Chief Legal Officer of Xerox until his departure in April 2023. Pursuant to the Offer Letter, Mr. Pastor is entitled to an annual base salary of $625,000 and is elig i ble to receive an annual bonus targeted at 100% of his base salary under the Xerox Holdings Management Incentive Plan. Further, Mr. Pastor received a special, one-time restricted stock unit grant with a grant date fair value of $2.7 million, which will vest ratably over a two-year period following the date of grant subject to his continued employment through the applicable vesting dates. Mr. Pastor will also be entitled to receive a long-term incentive award ("LTI") with a target grant date fair value of $2.3 million during Xerox's normal 2024 grant cycle and will be eligible for additional LTI grants in future years at the discretion of the Compensation Committee of the Board of Directors of Xerox Holdings. In addition, Mr. Pastor is eligible to participate in Xerox's benefit plans and elig

01

Item 7.01. Regulation FD Disclosure On January 3, 2024, Xerox issued a press release relating to a new operating model and organizational structure to further the company's Reinvention, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Termination of Consulting Services, dated December 29, 2023, by and between Xerox Holdings Corporation and Louie Pastor 10.2 Offer Letter, dated December 29, 2023, by and between Xerox Corporation and Louie Pastor 10.3 Form of Change in Control Severance Agreement, effective January 1, 2024, as approved by the Compensation Committee of the Board of Directors of Xerox Holdings Corporation 99.1 Press Release, dated January 3, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). - 3 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. XEROX HOLDINGS CORPORATION By: /s/ Flor M. Coln Name: Flor M. Coln Title: Secretary Date: January 5, 2024 XEROX CORPORATION By: /s/ Flor M. Coln Name: Flor M. Coln Titles: Secretary Date: January 5, 2024 - 4 -

View Full Filing

View this 8-K filing on SEC EDGAR