Blog: XEROX HOLDINGS CORP : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 2, 2022 (the “Effective Date”), Xerox Holdings Corporation, a New York
corporation (“Xerox Holdings”), announced the appointment of Steven Bandrowczak
as permanent Chief Executive Officer of Xerox Holdings and Xerox Corporation, a
New York corporation and a wholly owned subsidiary of Xerox Holdings (“Xerox
Corp” and, together with Xerox Holdings, “Xerox”), effective as of the Effective
Date. This followed the appointment of Mr. Bandrowczak as interim Chief
Executive Officer of Xerox following the unexpected death of Giovanni (John)
Visentin, Xerox’s former Vice Chairman and Chief Executive Officer. In
connection with his appointment as permanent Chief Executive Officer of Xerox,
Mr. Bandrowczak relinquished the titles of President and Chief Operations
Officer of Xerox and also was appointed as a member of the Boards of Directors
of each of Xerox Holdings and Xerox Corp, effective as of the Effective Date.

The information regarding the business experience and background of Mr.
Bandrowczak or that is otherwise required by Item 5.02 of Form 8-K in respect of
the appointment of Mr. Bandrowczak as Chief Executive Officer of Xerox is
incorporated by reference to the relevant information set forth in Xerox’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which
was filed with the U.S. Securities and Exchange Commission (“SEC”) on February
23, 2022, and its Proxy Statement on Schedule 14A for its 2022 annual meeting of
shareholders, which was filed with the SEC on April 6, 2022.

In connection with his appointment as the permanent Chief Executive Officer of
Xerox, Mr. Bandrowczak and Xerox executed an offer letter (the “Offer Letter”)
setting forth the terms of his employment as Xerox’s Chief Executive Officer.
Pursuant to the Offer Letter, Mr. Bandrowczak is entitled to an annual base
salary of $1 million and is eligible to receive an annual bonus targeted at 150%
of his base salary. Further, Mr. Bandrowczak received a special, one-time
restricted stock unit grant with a grant date fair value of $3 million, which
will vest over a three-year period following the date of grant subject to his
continued employment through the applicable vesting dates (except as provided in
the grant agreement). Mr. Bandrowczak will also be entitled to receive a
long-term incentive award (“LTI”) with a grant date fair value of $7.5 million
during Xerox’s normal 2023 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. Additionally, Mr. Bandrowczak remains
eligible to participate in Xerox’s existing Officer Severance Program (the
“OSP”) in accordance with its terms, except that a resignation by Mr.
Bandrowczak for “good reason” (as defined in the Offer Letter) will be treated
as a termination by Xerox without “cause” for all purposes under the OSP and
with respect to future LTI awards (including the award granted in connection
with his promotion). Further, Mr. Bandrowczak remains eligible for severance
following a change in control in accordance with the change in control severance
agreement that he entered into with Xerox Corp on July 20, 2018.

The foregoing description of the Offer Letter does not purport to be complete
and is qualified in its entirely by reference to the full text of the Offer
Letter, a copy of which is attached as Exhibit 10.1 to this Current Report on
Form 8-K.



Item 7.01   Regulation FD Disclosure

On August 3, 2022, Xerox Holdings issued a press release regarding the
appointment of Mr. Bandrowczak as the Chief Executive Officer of Xerox, which is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this report (including Exhibit 99.1) is being
furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed to be incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits




Exhibit No. Description
  10.1        Offer Letter dated August 2, 2022, between Steven Bandrowczak, Xerox
            Holdings Corporation and Xerox Corporation

  99.1        Press Release issued by Xerox Holdings Corporation on August 3,
            2022



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