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MarketScreener Homepage  >  Equities  >  Nyse  >  Xerox Holdings Corporation    XRX

XEROX HOLDINGS CORPORATION

(XRX)
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XEROX HOLDINGS CORP : Change in Directors or Principal Officers (form 8-K)

11/25/2020 | 04:32pm EST

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


On November 19, 2020, the Compensation Committee of the Board of Directors (the
"Committee") of Xerox Holdings Corporation (the "Company") approved cash
retention incentive awards (the "Awards") to approximately 1,350 management
level employees of the Company. The Awards complement a Company-wide
year-end
cash bonus program for approximately 24,500 employees below management level. In
the aggregate (and individually, with respect to officers), the value of the
Awards will not exceed 50% of the 2020 target award amounts the Committee had
established under its regular annual cash incentive program-the Management
Incentive Plan (the "MIP"). Although the MIP results for 2020 will not be
certified until early 2021, the Company's financial results reported to date
indicate that the threshold metrics for payment will not be met as a result of
the shutdown of customers'
on-site
office environments in response to the
COVID-19
pandemic. The Awards are not intended to replace the 2020 MIP; they are subject
to different terms and conditions than MIP awards, including a retention
requirement described below. Award amounts approved for the Company's named
executive officers include $900,000 for the Vice Chairman and Chief Executive
Officer and range between $205,320 and $287,500 for the other named executive
officers.
On November 19, 2020, the Committee also approved grants of restricted stock
units ("RSUs") under the Company's Performance Incentive Plan to employees,
including named executive officers, who had received grants of performance stock
units ("PSUs") in 2019 and/or 2020 that are subject to performance metrics that
have been permanently adversely impacted by the
COVID-19
pandemic. These grants of RSUs are expected to be made in December 2020. The
grant-date value of the new RSUs for each recipien
t
, including the named executive officers, is expected to approximate 50% of the
grant-date valu
e of the recipient's 2019 and/or 2
020 PSUs.
These special Awards and RSU grants are not intended to take the place of the
Company's 2021 regular annu
al
cash and equity incentive
p
rograms. They are being made to ensure that the Company's leaders and team
members-who have work
e
d tirelessly to, among other things, support clients providing essential
services,
stand-up
manufacturing of needed healthcare-related products and deliver positive free
cash flow through the unprecedented pandemic-related challenges of 2020-remain
at Xerox and focused on continuing to restore Company performance. The Committee
has determined that the Awards and RSU grants described above are a sensible
response to the challenges posed by the pandemic and will promote the retention
of key employees for this crucial future period. To that end, the cash Awards
are subject to forfeiture and conditioned on repayment if a recipient
voluntarily terminates employment before December 31, 2021, and the RSU grants
will vest ratably over two years, subject to forfeiture in the event of
voluntary termination prior to the end of the vesting period.

                                       2
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                           Forward Looking Statements
This Current Report on Form
8-K,
and other written or oral statements made from time to time by management
contain "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. The words "anticipate", "believe", "estimate",
"expect", "intend", "will", "should", "targeting", "projecting", "driving" and
similar expressions, as they relate to us, our performance and/or our
technology, are intended to identify forward-looking statements. These
statements reflect management's current beliefs, assumptions and expectations
and are subject to a number of factors that may cause actual results to differ
materially. Such factors include but are not limited to: the effects of the
COVID-19
pandemic on our and our customers' businesses and the duration and extent to
which this will impact our future results of operations and overall financial
performance; our ability to address our business challenges in order to reverse
revenue declines, reduce costs and increase productivity so that we can invest
in and grow our business; our ability to attract and retain key personnel;
changes in economic and political conditions, trade protection measures,
licensing requirements and tax laws in the United States and in the foreign
countries in which we do business; the imposition of new or incremental trade
protection measures such as tariffs and import or export restrictions; changes
in foreign currency exchange rates; our ability to successfully develop new
products, technologies and service offerings and to protect our intellectual
property rights; the risk that multi-year contracts with governmental entities
could be terminated prior to the end of the contract term and that civil or
criminal penalties and administrative sanctions could be imposed on us if we
fail to comply with the terms of such contracts and applicable law; the risk
that partners, subcontractors and software vendors will not perform in a timely,
quality manner; actions of competitors and our ability to promptly and
effectively react to changing technologies and customer expectations; our
ability to obtain adequate pricing for our products and services and to maintain
and improve cost efficiency of operations, including savings from restructuring
actions; the risk that confidential and/or individually identifiable information
of ours, our customers, clients and employees could be inadvertently disclosed
or disclosed as a result of a breach of our security systems due to cyber
attacks or other intentional acts; reliance on third parties, including
subcontractors, for manufacturing of products and provision of services; the
exit of the United Kingdom from the European Union; our ability to manage
changes in the printing environment and expand equipment placements; interest
rates, cost of borrowing and access to credit markets; funding requirements
associated with our employee pension and retiree health benefit plans; the risk
that our operations and products may not comply with applicable worldwide
regulatory requirements, particularly environmental regulations and directives
and anti-corruption laws; the outcome of litigation and regulatory proceedings
to which we may be a party; any impacts resulting from the restructuring of our
relationship with Fujifilm Holdings Corporation; and the shared services
arrangements entered into by us as part of Project Own It. Additional risks that
may affect Xerox's operations and other factors that are set forth in the "Risk
Factors" section, the "Legal Proceedings" section, the "Management's Discussion
and Analysis of Financial Condition and Results of Operations" section and other
sections of Xerox Holdings Corporation's and Xerox Corporation's combined
Quarterly Reports on Form
10-Q
for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, and
Xerox Holdings Corporation's and Xerox Corporation's combined 2019 Annual Report
on Form
10-K,
as well as in Xerox Holdings Corporation's and Xerox Corporation's Current
Reports on Form
8-K
filed with the Securities and Exchange Commission. These forward-looking
statements speak only as of the date of this Current Report on Form
8-K
or as of the date to which they refer, and Xerox assumes no obligation to update
any forward-looking statements as a result of new information or future events
or developments, except as required by law.

                                       3

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© Edgar Online, source Glimpses

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