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.