Xerox Holdings Corporation (XRX) Earnings Call Transcript & Summary

Welcome to the Xerox's 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 Steven 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; Louis Pastor, our EVP and Chief Administrative and Transformation Officer. Deena Piquion, our Executive Vice President, Chief Growth and Disruption Officer; Flor Colon, 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 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 submit 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 of 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're 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 3 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 1, Election of Directors. I move for the election of each of the 9 nominees named in the Proxy Statement for a 1-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 2, ratification of the appointment of independent registered public accounting firm. I move for the ratification of the appointment of PricewaterhouseCoopers LLC (sic) [ 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 3, 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 '23 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 4, approval of 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 5. Consideration of a shareholder proposal relating to golden parachutes, if properly presented at the annual meeting. I now ask [ Ms. Teresa Grant ], the shareholder proponent's qualified representative to present Proposal 5.

Good morning. Proposal 5 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 2.99x the sum of the executive's 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 needs to be limits on cash golden parachutes and then Xerox Holding 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 the 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 a 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 #5.

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 6, 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 6.