Xerox Holdings Corporation filed SEC Form 8-K: Regulation FD Disclosure

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 13, 2025

 

 

 

XEROX HOLDINGS CORPORATION

XEROX CORPORATION

(Exact name of registrant as specified in its charter)

 

 

401 Merritt 7

Norwalk, Connecticut

06851-1056

(Address of principal executive offices) (Zip Code)

(203)

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule of the Securities Exchange Act of 1934 of this chapter).

 

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 13(a) of the Exchange Act.

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2025, Xerox Holdings Corporation (“Xerox Holdings”) and Xerox Corporation (“Xerox Corp” and, together with Xerox Holdings, the “Company”) appointed Chuck Butler, the Company’s Chief Business Services Officer, to serve as its new Chief Financial Officer, effective December 3, 2025, to succeed Mirlanda Gecaj. The Company thanks Ms. Gecaj for her leadership and service and wishes her well in her future endeavors.

Mr. Butler, 51, joined the Company on July 1, 2025 following the acquisition of Lexmark International II, LLC (“Lexmark”), where he served as senior vice president and chief financial officer and head of global business services from 2020 until the acquisition date. Mr. Butler will continue to lead the Company’s business services in this consolidated role.

There are no family relationships between Mr. Butler and any of the Company’s directors or executive officers, and there is no arrangement or understanding between Mr. Butler or any other person and the Company or any of its subsidiaries pursuant to which he was appointed as an officer of the Company. There are no transactions between Mr. Butler or any of his immediate family members and the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation

With respect to Ms. Gecaj, conditional upon her entering into a General Release and Agreement (the “Release Agreement”) with the Company, substantially in the form attached hereto as Exhibit 10.1, which contains customary obligations, as well as and covenants that will apply for 24 months following December 2, 2025 (the “Separation Date”) and a general cooperation covenant that survives for 36 months following the Separation Date, Ms. Gecaj will be entitled to continued vesting on a prorated basis of all outstanding time-based and performance-based restricted stock units held by her as of the Separation Date through December 2, 2026. Ms. Gecaj is also entitled to receive severance benefits under the Company’s Officer Severance Program, which was filed with the Securities and Exchange Commission as Exhibit 10(a) to Xerox’s Annual Report on Form for the fiscal year ended December 31, 2022.

Item 7.01 Regulation FD Disclosure.

On November 19, 2025, the Company issued a press release announcing the management changes described herein. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form and the text of such press release is incorporated herein by reference.

None of the information furnished in this Item 7.01 will be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended.

 

- 2 -

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

 

- 3 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signatures for each undersigned shall be deemed to relate only to matters having reference to such company and its subsidiaries.

 

 

- 4 -