...Welcome to the Xerox 2024 Annual Meeting of Shareholders, which is being held here in person in Norwalk, Connecticut. I'm Scott Letier, Chairman of the Board of Xerox Holdings Corporation, and I will chair today's meeting. Before we begin the official business of the meeting, let me first introduce the other members of our board of directors and some key members of management who are with us today. Fellow directors with us today are Nichelle Maynard-Elliott and Steve Bandrowczak, Chief Executive Officer of Xerox. Also with us today are director nominees for the election to the board, Tami Erwin, Priscilla Hung, Ed McLaughlin, Amy Schwetz, and John Bruno, President and Chief Operating Officer of Xerox.
We're also joined by several members of the management team, Xavier Heiss, our EVP and Chief Financial Officer, Louie Pastor, our EVP and Chief Administrative and Transformation Officer, Deena Piquion, our Executive Vice President, Chief Growth and Disruption Officer, Flor Colón, our Chief Legal Officer and Corporate Secretary. And finally, we are also joined by David Charles and Scott Allender from PricewaterhouseCoopers, the company's independent auditors. I'd also like to thank all the Xerox employees that are here and all of them that may be listening in for all their hard work this year. Now I'll turn the meeting over to Flor, who will handle the business.
Good morning. Christopher Woods of American Election Services, LLC, has been appointed to act as Inspector of Election. He has subscribed his oath of office and submitted his report as follows: There were 124,185,122 shares of common stock outstanding on March 28, 2024, the record date for this meeting. The holders of approximately 109,525,961 shares are represented at this meeting, or approximately 87.7% of the outstanding shares of common stock. Accordingly, a quorum is present. During this meeting, comments may be made that contain forward-looking statements, which, by their nature, address matters that are in the future and are uncertain. Actual future financial results may be materially different. Finally, please note that today's meeting is being recorded.
Shareholders who are not able to attend today's meeting will be able to listen to the recording posted on the Xerox website following the meeting. Since we have a quorum present, I now declare that the meeting is legally convened. As we go through the formal business of the meeting, only shareholders may ask questions, and we ask that any shareholder questions and remarks be limited to the subject matter of each specific proposal as it is being presented. If you would like to speak or ask a question, please go to the closest microphone located in the aisle. Then please state your name and, if appropriate, the name of the organization you are representing. As stated in the rules of order on your seat, we ask that you please limit your comments and questions to no more than three minutes.
Please note that there will be a general question and answer period at the end of the meeting. Please limit your general questions and comments until such time. For those shareholders who wish to vote in person, there are ballots available. Please raise your hand if you need a ballot, and we will bring one to you. Those ballots will be collected when we have completed our discussion on the proposals. I will now present the proposals to be voted upon. Proposal one, election of directors. I move for the election of each of the nine nominees named in the proxy statement for a one-year term as director, as provided in the proxy statement for this annual meeting. Are there any questions or remarks regarding this proposal? We have received no questions or remarks regarding this proposal. We will proceed.
Proposal two, ratification of the appointment of independent registered public accounting firm. I move for the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, as provided in the proxy statement for this annual meeting. Are there any questions or remarks concerning this proposal? We have received no questions or remarks regarding this proposal, so we will proceed. Proposal three, approval on an advisory basis of the 2023 compensation of our named executive officers. I move for the approval on an advisory basis of the 2023 compensation of the company's named executive officers, as provided in the proxy statement for this meeting. Are there any questions or remarks concerning this proposal? We have received no questions or remarks regarding this proposal, so we will proceed.
Proposal four, approval of the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan. I move for the approval of the Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan, as provided in the proxy statement for this annual meeting. Are there any questions or remarks concerning this proposal? We have received no questions or remarks regarding this proposal, so we will proceed. Proposal five, consideration of a shareholder proposal relating to golden parachutes if properly presented at the annual meeting. I now ask Ms. Theresa Grant, the shareholder proponent's qualified representative, to present Proposal five.
Good morning. Proposal five, shareholder opportunity to vote on excessive golden parachutes, sponsored by Kenneth Steiner. Shareholders request that the board adopt a policy to seek shareholder approval of senior managers' new or renewed pay packages that provides for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive's base salary pay-
... base salary plus target short-term bonus. This proposal only applies to named executive officers. This proposal is especially relevant because there are absolutely no limits on equity golden parachutes at Xerox Holdings. It is totally inconsistent that Xerox Holdings believes there's needs to be limits on cash golden parachutes, and then Xerox Holdings has absolutely no limits on equity golden parachutes. Excessive golden parachutes can simply be switched from cash to equity to avoid shareholder accountability. This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal, the rules associated with a speed limit provide consequences if this limit is exceeded. With this proposal, the consequences are non-binding, shareholder vote is required for unreasonably high golden parachutes.
This proposal places no limit on long-term equity pay or any other type pay. This proposal, thus, has no impact on the ability to attract executive talent or discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that extra long golden parachutes be subject to non-binding shareholder vote at shareholder meeting already scheduled for other matters. This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes. Please vote yes, shareholder opportunity to vote on the excessive golden parachutes, proposal number five.
Thank you, Ms. Grant. I call for the vote on the shareholder proposal relating to golden parachutes, as provided in the proxy statement for this annual meeting.
The board has recommended a vote against this proposal for the reasons stated in the proxy statement. Are there any questions or remarks concerning this proposal? We have received no questions or remarks regarding the proposal, so we will proceed. Proposal six, consideration of a shareholder proposal requesting a director election resignation bylaw, if properly presented at the annual meeting. I now ask Mr. Jim Lohr, the shareholder proponent's qualified representative, to present proposal six.
Thank you. My name is Jim Lohr, and I represent the North Atlantic States Carpenters Pension Fund, the proponent of the director election resignation bylaw proposal. The fund is a long-term holder of Xerox, and it supports the company's board of directors. Shareholders possess several rights as corporate owners, but none is more important than the right to elect the board of directors. The company has in place a majority vote standard for the election of directors that afford shareholders the ability to vote for or against director nominees. To be elected, a nominee must receive a majority of the votes cast. The fund's proposal for a resignation bylaw is straightforward and designed to strengthen shareholder voting rights in director elections. There are two key provisions.
First, a board can accept or reject a tendered resignation from an unelected director, but it would be required to have a compelling reason for rejecting a defeated director's resignation. If there is no compelling reason for the director remaining, then the board would accept the resignation, and the director's service on the board would end. If the board rejects a resignation, the unelected holdover director continues to serve. This is when the second key feature of the proposal comes into play. It provides that when an unelected director continues to serve and is defeated again at the next annual meeting, that director's second resignation must be accepted by the board. Two strikes, and an unelected director is out. Currently, the company has a director resignation bylaw that addresses the status of a director following an election defeat.
The company's bylaw contains provisions common to the resignation bylaws of many corporations. The bylaw give the board full discretion and the final say in determining whether a defeated director's resignation is accepted or rejected. If the board does not accept the resignation, the unelected director continues to serve on the board, despite a majority of shareholder votes being cast against his or her election. The majority vote standard in director elections was instituted for the explicit purpose of giving shareholders the right to determine who is elected or not elected to a corporate board. The company's current resignation bylaw operates to seriously diminish the election voting rights of shareholders. Our proposal is designed to bolster shareholder voting rights in director elections. While it provides a board a strong measure of decision-making discretion, it limits that discretion by requiring the end of the board's service of a twice-defeated director.
We believe this is a measured reform, which serves the best interests of the corporation and its shareholders. Thank you.
Thank you, Mr. Lohr. I call for the vote on the shareholder proposal requesting a director election resignation bylaw, as provided in the proxy statement for this annual meeting. The board has recommended a vote against this proposal for the reasons stated in the proxy statement. Are there any questions or remarks concerning this proposal? We have received no questions or remarks regarding the proposal, so we will proceed. The discussion of the proposals and resolutions is now concluded, and we will proceed to the voting. Ladies and gentlemen, the polls are now closed. If there is any shareholder who would like to vote now, please stand so we can collect your ballot and make sure your vote is counted. I'm informed by the Inspector of Election that all the ballots are in. I now declare the polls closed.
The Inspector of Election has presented his preliminary report to me, and he has determined that each proposal presented at this meeting has received at least 50% of the votes cast for approval, except for proposals 5 and 6, each of which received less than 50% of the votes cast for approval. I declare that all the directors nominated by the board have been elected. The selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2024 has been ratified. The 2023 compensation of our named executive officers has been approved. The Xerox Holdings Corporation 2024 Equity and Performance Incentive Plan has been approved. The shareholder proposal relating to golden parachutes has not been approved, and the shareholder proposal requesting a director election resignation bylaw has not been approved. Now, back to Mr. Letier to close the meeting.
There being no further business to come before the meeting, and the meeting is now adjourned. Thank you very much for being with us today.