As filed with the Securities and Exchange Commission on June 6, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
XEROX HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 83-3933743 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
401 Merritt 7
Norwalk, Connecticut 06851
(Address of Principal Executive Offices and Zip Code)
The Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan
(Full title of the plan)
Flor M. Colón
Chief Legal Officer and Corporate Secretary
Xerox Holdings Corporation
401 Merritt 7
Norwalk, Connecticut 06851
(Name and address of agent for service)
(203) 849-5216
(Telephone number, including area code, of agent for service)
Copies to:
Russell L. Leaf, Esq.
Sean M. Ewen, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
INTRODUCTORY STATEMENT
On May 21, 2025, at the 2025 Annual Meeting of Shareholders of Xerox Holdings Corporation (the “Registrant”), the Registrant’s shareholders approved an amendment to the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan (as may be amended or restated from time to time, the “Plan”) to increase the number of shares of the Registrant’s common stock, par value $1.00 per share (the “Common Stock”), available for issuance under the Plan by 6,682,000 shares of Common Stock. The Registrant is filing this Registration Statement on Form S-8 (this “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended, such additional 6,682,000 shares of Common Stock for issuance under the Plan.
Pursuant to the Registration Statement on Form S-8 (Registration No. 333-280588) filed by the Registrant on June 28, 2024 (the “Prior Registration Statement”), the Registrant previously registered an aggregate of 13,174,756 shares of Common Stock for issuance under the Plan. The additional shares of Common Stock being registered by this Registration Statement are of the same class as those securities registered on the Prior Registration Statement and represent an increase in the total shares available for issuance under the Plan by 6,682,000. Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the contents of the Prior Registration Statement, including all exhibits filed therewith or incorporated therein by reference, except as expressly modified herein.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are hereby incorporated by reference:
| (i) | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (filed with the Commission on February 24, 2025); |
| (ii) | The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 (filed with the Commission on May 12, 2025); |
| (iii) | The Company’s Current Reports on Form 8-K filed with the Commission on January 21, 2025, April 11, 2025, and May 9, 2025; and |
| (iv) | The description of our common stock, par value $1.00 per share contained in our Registration Statement on Form8-A12B, dated and filed with the SEC on September 20, 2021, contained in Exhibit 4(d) to Registrant’s and Xerox Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and any amendment or report filed for the purpose of updating that description. |
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the portions of those documents furnished or otherwise not deemed to be filed) subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of the filing of such documents.
The information incorporated by reference is considered to be a part of this Registration Statement, and later information that the Registrant files with the Commission will update and supersede this information.
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| Item 4. | DESCRIPTION OF SECURITIES |
Not applicable.
| Item 5. | INTERESTS OF NAMED EXPERTS AND COUNSEL |
Not applicable.
| Item 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
Not applicable.
| Item 7. | EXEMPTION FROM REGISTRATION CLAIMED |
Not applicable.
| Item 8. | EXHIBITS |
| * | Filed herewith |
| Item 9. | Undertakings. |
Not applicable.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwalk, State of Connecticut, on June 6, 2025.
| XEROX HOLDINGS CORPORATION (Registrant) | ||
| By: | /s/ Eric Risi | |
| Name: | Eric Risi | |
| Title: | Assistant Secretary | |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Steven J. Bandrowczak, Mirlanda Gecaj, Flor M. Colon and Eric W. Risi as his or her true and lawful attorneys-in-fact (with full power to each of them to act alone), with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all c amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with the exhibits thereto, and other documents in connection herewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the foregoing as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
| /s/ Steven J. Bandrowczak |
Chief Executive Officer and Director | June 6, 2025 | ||
| Steven J. Bandrowczak | (Principal Executive Officer) | |||
| /s/ Mirlanda Gecaj |
Executive Vice President and Chief Financial Officer | June 6, 2025 | ||
| Mirlanda Gecaj | (Principal Financial Officer) | |||
| /s/ John G. Bruno |
President and Chief Operating Officer and Director | June 6, 2025 | ||
| John G. Bruno | ||||
| /s/ Tami A. Erwin |
Director | June 6, 2025 | ||
| Tami A. Erwin | ||||
| /s/ Priscilla Hung |
Director | June 6, 2025 | ||
| Priscilla Hung | ||||
| /s/ Scott Letier |
Director | June 6, 2025 | ||
| Scott Letier | ||||
| /s/ Nichelle Maynard-Elliott |
Director | June 6, 2025 | ||
| Nichelle Maynard-Elliott | ||||
| /s/ Edward G. McLaughlin |
Director | June 6, 2025 | ||
| Edward G. McLaughlin | ||||
| /s/ John J. Roese |
Director | June 6, 2025 | ||
| John J. Roese | ||||
| /s/ Amy Schwetz |
Director | June 6, 2025 | ||
| Amy Schwetz | ||||
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