XEROX CORP 8-K

What Happened
Xerox Holdings Corporation and Xerox Corporation filed an 8-K (Item 5.02) reporting that on June 29, 2026 the Compensation and Human Capital Committee approved the Xerox Holdings Corporation 2026–2028 Transformation Retention Award Plan, effective July 1, 2026. The program is a limited-duration, cash-based retention plan designed to keep critical employees through the company’s multi-year transformation.

Key Details

• Plan period: 2026–2028; effective July 1, 2026.
• Participants: executive officers (including Named Executive Officers), senior leaders, and other critical employees; the Committee selects executive officers (but does not expect to select the CEO or CFO); management selects non-executive participants.
• Award structure: cash awards (fixed dollar amount, % of base salary, or % of target bonus) that vest in eight substantially equal installments over two years (installments vest last day of each fiscal quarter).
• Payment and termination: each vested installment paid within 30 days after vesting; unvested installments are forfeited on termination except in defined Change in Control scenarios. If a Change in Control occurs, the Committee may accelerate vesting; if the company terminates a participant without Cause or the participant terminates for Good Reason within 12 months after a Change in Control, all unvested installments vest and are paid within 30 days.

Why It Matters
This retention plan signals Xerox is prioritizing continuity of key personnel during its turnaround and creates a defined, short-term cash compensation obligation tied to continued employment or specific Change in Control events. For investors, the plan could modestly increase near-term cash compensation expense and preserve leadership continuity; the filing does not disclose aggregate award amounts. The full plan text is attached as Exhibit 10.1 to the Form 8-K.