Xerox Holdings Corporation (XRX)
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AGM 2020

May 21, 2020

Operator

Hello, and welcome to the annual meeting of shareholders of Xerox Holdings Corporation. Please note that today's meeting is being recorded. During the meeting, we will have a question and answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Keith Cozza, Chairman of the Board of Xerox Holdings Corporation. Mr. Cozza, the floor is yours.

Keith Cozza
Chairman of the Board, Xerox Holdings Corporation

Thank you. Welcome to Xerox's 2020 annual meeting of shareholders, which is being held virtually. I'm Keith Cozza, 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 introduce the other members of our board of directors and some key members of management who are with us today. With us today are my fellow directors, Jonathan Christodoro, Joseph Echevarria, Cheryl Gordon Krongard, John Visentin, Vice Chairman and Chief Executive Officer of Xerox, Nicholas Graziano, and Scott Letier. Also with us today are the following members of management: Steve Bandrowczak, President and Chief Operations Officer, Suzan Morno- Wade, Executive Vice President and Chief Human Resources Officer, Bill Osborne, Executive Vice President and Chief Financial Officer, Louie Pastor, Executive Vice President and General Counsel.

We are also joined by Doug Marshall, Corporate Secretary of Xerox, and from PricewaterhouseCoopers, the company's independent auditor, Ralph Martino. With that, now let me turn it over to Doug Marshall, who will handle the business of the meeting. Doug?

Doug Marshall
Corporate Secretary, Xerox Holdings Corporation

Thanks, Keith. Good morning. Greg Veliotis of Computershare has been appointed to act as the Inspector of Election. He has subscribed his oath of office and submitted his report as follows: There were 212,831,463 shares of common stock outstanding on March twenty-seventh, the record date for this meeting. The holders of approximately 148,858,861 shares are represented at this meeting, or approximately 86.21% 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 held entirely virtually and is being recorded. Shareholders who are not able to participate in today's meeting will be able to listen to the recording posted on the Xerox website following the meeting. Since we now have a quorum present, I declare that the meeting is legally convened. We will now conduct the formal business of the meeting. Only shareholders are able to submit questions. I do ask that shareholder questions and remarks be limited to the subject matter of the specific proposal that is being presented as we go through the formal business of the agenda. Once the meeting is adjourned, directors and certain members of management will be available to take shareholder questions and comments on other matters.

Shareholders may submit questions and comments during the meeting by visiting the meeting website and following the process and rules described in the rules of conduct for the meeting. Shareholders who wish to vote during the meeting may do so by visiting the meeting website. I will now present the proposals to be voted upon. Proposal one, election of directors. The following persons named in the proxy statement are hereby nominated for election as directors to hold office for the term of one year until their successors have been elected and qualified. Jonathan Christodoro, Keith Cozza, Joseph Echevarria, Nicholas Graziano, Cheryl Gordon Krongard, Scott Letier, and Giovanni John Visentin. Are there any questions or remarks regarding this proposal? We have received no questions or remarks regarding this proposal, so we will proceed. Proposal two, ratification of the appointment of independent registered public accounting firm.

I move for the adoption of the following resolution. Resolved that the selection of PricewaterhouseCoopers LLP to act as the company's independent registered public accounting firm for the year 2020 be and hereby is ratified. 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 2019 compensation of our named executive officers. I move for the adoption of the following resolution. Resolved that the company's shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the company's proxy statement for the 2020 annual meeting of shareholders, pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, the summary compensation table, and the related tables and disclosures.

Are there any questions or remarks concerning this proposal? We have received no questions or remarks regarding this proposal, so we will proceed. Proposal 4, approval of the company's performance incentive plan. I move for the adoption of the following resolution.... resolved that the company's shareholders approved the company's performance incentive plan as described in the proxy statement. Are there any questions or remarks concerning this proposal? We have received no questions or remarks regarding this proposal, so the discussion of the proposals and resolutions is now concluded. Now, ladies and gentlemen, the polls are open. If there's any shareholder who would like to vote now, please submit your vote online so that we can make sure your vote is counted. I'm informed by the Inspector of Election no, no further votes are being submitted, so I now declare the polls closed.

I will now present the report of the Inspector of Election. 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. For the election of the directors, this satisfies the majority vote requirement for the election of each of these directors. I declare that all of the directors nominated by the board have been elected, that the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2020 has been ratified. The 2019 compensation to our named executive officers has been approved, and the company's performance incentive plan has been approved. Keith?

Keith Cozza
Chairman of the Board, Xerox Holdings Corporation

Thanks, Doug. There being no further business to come before this meeting, the meeting is adjourned. Thank you very much for being with us today.

Doug Marshall
Corporate Secretary, Xerox Holdings Corporation

There will now be-

Operator

Thank you.

Doug Marshall
Corporate Secretary, Xerox Holdings Corporation

There will now be a brief general question and answer period, where shareholder questions and comments submitted prior to or during the meeting will be addressed. Are there any questions? We have received no questions during the meeting, so the meeting is concluded. Thank you very much for participating in Xerox's 2020 Annual Meeting of Shareholders. Operator?

Operator

This concludes the meeting. You may now disconnect.

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