Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when XRX files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsXerox shareholders approve 15M share increase to equity compensation plan
Filed May 27, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
-
medium
Shareholders approved adding 15 million shares to the 2024 Equity and Performance Incentive Plan, expanding the pool available for employee and executive compensation. The amendment passed with 46.5M votes for versus 15.9M against, representing potential dilution to existing holders.
Item 5.07 verify on EDGAR → -
low
All nine director nominees were elected with vote totals ranging from 60.3M to 61.4M shares in favor, representing routine governance continuity with no contested seats.
Item 5.07 verify on EDGAR → -
low
Shareholders ratified PricewaterhouseCoopers as independent auditor for 2026 with 85.3M votes for versus 2.4M against, confirming no auditor change.
Item 5.07 verify on EDGAR → -
low
Executive compensation for Named Executive Officers received advisory approval with 57.7M votes for versus 5.1M against (approximately 92% support), indicating general shareholder acceptance of pay levels.
Item 5.07 verify on EDGAR →
Summary
Xerox Holdings disclosed results from its May 20, 2026 annual shareholder meeting, where the most material outcome was approval of a 15 million share increase to the company's equity compensation plan. This expansion of the share pool available for employee and executive awards represents potential dilution for existing shareholders, though it passed with approximately 75% support among votes cast.
The amendment allows Xerox greater flexibility in retaining and incentivizing talent through stock-based compensation. The remaining votes were routine governance matters. All director nominees were re-elected without opposition, the independent auditor was ratified with overwhelming support, and executive pay received the typical advisory approval.
These results suggest no significant shareholder dissatisfaction with board composition, audit oversight, or compensation practices. Retail investors should monitor how Xerox deploys these additional shares over the coming quarters—whether primarily for broad-based employee retention or concentrated executive grants—as this will determine the actual dilutive impact on per-share value.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On May 20, 2026, the shareholders of Xerox Holdings Corporation (the “Company”) approved an amendment (the “Plan Amendment”) to the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan (the “Plan”) at the Company’s annual meeting of shareholders (the “2026 Annual Meeting”).
Shareholders voted to approve changes to the company's equity compensation plan at the annual meeting. The filing does not specify what changes were made to the plan, only that shareholders approved the amendment.
Event · Item 9.01 — Financial Statements and Exhibits
Xerox Holdings filed an 8-K to incorporate by reference the Second Amendment to its 2024 Equity and Performance Incentive Plan from its April 2026 proxy statement.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Second Amendment to the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan (Incorporated by reference to Annex A to Xerox Holdings Corporation’s Proxy Statement on Schedule 14A dated April 7, 2026. See SEC File Number 001-39013)
Xerox disclosed a second amendment to its 2024 equity compensation plan. The amendment details are incorporated by reference from the company's April 2026 proxy statement rather than being restated in this 8-K. This is a routine filing to formally reference shareholder-approved changes to the equity plan.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify