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Get filing alertsXerox adopts 2-year cash retention plan for critical employees during transformation
Filed July 2, 2026 · Period ending June 29, 2026 · ~1 min read
Key Changes
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Board approved cash retention plan effective July 1, 2026, running through 2028 to retain critical talent during multi-year transformation. CEO and CFO explicitly excluded from participation.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Awards vest quarterly over two years in eight equal installments, paid within 30 days after each quarter-end. Unvested amounts forfeited upon any termination except in change-of-control scenarios.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Plan includes double-trigger change-of-control protections: all unvested installments immediately vest if participant is terminated without cause or resigns for good reason within 12 months after a change of control.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Xerox's board approved a limited-duration cash retention plan to keep critical employees during its ongoing transformation. The plan runs from July 1, 2026, through 2028 and supplements existing incentive programs. Participants will receive awards that vest quarterly over two years, creating financial incentives to remain through the turnaround period. The explicit exclusion of the CEO and CFO is noteworthy.
While retention plans typically target top executives during transformations, the board's decision suggests these roles either have separate retention arrangements or the board has confidence in their existing compensation structures.
The plan's quarterly vesting schedule and forfeiture provisions upon voluntary or involuntary termination create strong retention incentives for the critical talent Xerox needs to execute its transformation strategy. For retail investors, this signals the company is taking steps to stabilize its workforce during a period of strategic change, though the financial impact will depend on the number of participants and award sizes, which were not disclosed.
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.
Added in current filing · verify on EDGAR →
On June 29, 2026, the Compensation and Human Capital Committee (the “Committee”) of the Board of Directors (the “Board”) of Xerox Holdings Corporation (“Xerox Holdings”) and Xerox Corporation (together with Xerox Holdings, the “Company”) approved the Xerox Holdings Corporation 2026–2028 Transformation Retention Award Plan (the “Retention Plan”), effective as of July 1, 2026. The Retention Plan is a limited-duration program designed to retain critical talent during the Company’s multi-year transformation, supplementing the Company’s existing incentive programs.
Xerox's board approved a new cash-based retention plan effective July 1, 2026, to retain critical employees during a multi-year transformation. The plan supplements existing incentive programs and runs through 2028. Participants may include executive officers, senior leaders, and other employees deemed critical to the turnaround strategy.
Added in current filing · verify on EDGAR →
However, the Committee does not expect to select the Chief Executive Officer or the Chief Financial Officer to participate in the Retention Plan.
The Compensation Committee explicitly stated it does not expect the CEO or CFO to participate in the retention plan. This is notable because retention plans typically target top executives during transformations, suggesting these roles may have separate retention arrangements or the board has confidence in their existing compensation.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 4, 2026 · How we verify