Xerox Holdings Corp. Announces Executive and Board Changes

TL;DR

Xerox shakes up exec team and board. New faces, new pay plans.

AI Summary

On December 3, 2025, Xerox Holdings Corp. announced changes in its executive team and board of directors. The filing details the departure of certain officers and directors, the election of new directors, and updates to compensatory arrangements for key executives. Specific names and financial details of these arrangements are not provided in this excerpt.

Why It Matters

Changes in leadership and board composition can signal shifts in company strategy, governance, and future performance.

Risk Assessment

Risk Level: medium — Executive and board changes can introduce uncertainty regarding future strategy and operational direction.

Key Numbers

• 2025-12-03 — Report Date (Date of the reported changes)
• 2025-12-09 — Filing Date (Date the report was submitted to the SEC)

Key Players & Entities

• Xerox Holdings Corp. (company) — Filer of the 8-K report
• XEROX CORP (company) — Previous name/filer entity
• HALOID XEROX INC (company) — Former company name

FAQ

Key Financial Figures

• $1.00 — ich registered Common Stock, par value $1.00 XRX NASDAQ Global Select Market Se
• $500,000 — se Mr. Butler's annual base salary from $500,000 to $550,000 and to increase his target
• $550,000 — r's annual base salary from $500,000 to $550,000 and to increase his target annual bonus
• $2 m — with a target grant date fair value of $2 million, and be eligible for additional L
• $70,000 — allowance for 12 months (not to exceed $70,000) and will continue to be eligible to pa

Filing Documents

• d13348d8k.htm (8-K) — 35KB
• g13348g1209221224736.jpg (GRAPHIC) — 1KB
• 0001193125-25-312947.txt ( ) — 181KB
• xrx-20251203.xsd (EX-101.SCH) — 54KB
• d13348d8k_htm.xml (XML) — 5KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2025 XEROX HOLDINGS CORPORATION XEROX CORPORATION (Exact name of registrant as specified in its charter) New York 001-39013 83-3933743 New York 001-04471 16-0468020 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 401 Merritt 7 Norwalk , Connecticut , 06851-1056 (Address of principal executive offices) (203) 849-5216 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $1.00 XRX NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Xerox Holdings Corporation Xerox Corporation Emerging growth company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Xerox Holdings Corporation Xerox Corporation Item5.02. Compensatory Arrangements of Certain Officers. On November 13, 2025, Xerox Holdings Corporation ("Xerox Holdings") and Xerox Corporation ("Xerox Corp" and, together with Xerox Holdings, "Xerox") announced the appointment of Chuck Butler to serve as its new Chief Financial Officer, effective as of December 3, 2025. In connection with his promotion, Xerox has determined to increase Mr. Butler's annual base salary from $500,000 to $550,000 and to increase his target annual bonus under the Xerox Holdings Management Incentive Plan from 80% to 100% of base salary. Mr. Butler will also be eligible to receive a long-term incentive ("LTI") award in the 2026 annual cycle, with a target grant date fair value of $2 million, and be eligible for additional LTI awards in future years subject to approval by the Compensation and Human Capital Committee of the Board of Directors of Xerox Holdings. In addition, Mr. Butler will be eligible to receive a monthly housing allowance for 12 months (not to exceed $70,000) and will continue to be eligible to participate in Xerox's benefit plans and be eligible for executive financial planning assistance and other executive benefit programs. Mr. Butler will be eligible to enter into a change in control severance letter agreement (the "Change in Control Severance Agreement") with Xerox Holdings, pursuant to which if a "change in control" (as defined in the Change in Control Severance Agreement) occurs prior to December 31, 2026, and if Mr. Butler's employment is terminated by Xerox without "cause" (as defined in the Change in Control Severance Agreement) or by him for "good reason" (as defined in the Change in Control Severance Agreement) within 24 months following such change in control or, in certain circumstances, during the pendency of a "potential change in control" (as defined in the Change in Control Severance Agreement), subject to his execution and non-revocation of a general release of claims in favor of Xerox, Mr. Butler will be entitled to (i) a lump sum cash payment equal to two times the sum of (A) the greater of (x) the annual rate of base salary in effect on the date that notice of termination is given and (y) the annual rate of base salary in effect immediately prior to the change in control, and (B) the greater of (x) the annual target bonus applicable to Mr. Butler for the year in which the notice of termination is given and (y) the annual target bonus applicable to Mr. Butler for the year in which the change in control occurs, and (ii) subject to Mr. Butler's election of COBRA continuation coverage under Xerox's group health plans, continued medical, dental and vision coverage at active employee rates for up to 18 months. Mr. Butler may also be eligible f

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