Xerox (XRX) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will address the election of nine directors, ratification of PwC as auditor, an advisory vote on 2025 executive compensation, and an amendment to increase the share reserve in the 2024 Equity and Performance Incentive Plan.

• The Board recommends voting in favor of all proposals, emphasizing the importance of shareholder participation and engagement.

• The meeting will be held in person with provisions for proxy voting via internet, phone, mail, or at the meeting.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) ratification of PwC as auditor for 2026, (3) advisory approval of 2025 executive compensation, and (4) amendment to increase the share reserve in the 2024 Equity and Performance Incentive Plan.

• The Board unanimously recommends voting FOR all proposals.

• Shareholders of record as of March 27, 2026, are eligible to vote.

Board of directors and corporate governance

• The Board consists of nine nominees with diverse backgrounds in technology, finance, operations, and M&A.

• 78% of the Board is independent, and the roles of Chairman and CEO are separated.

• Four standing committees: Audit, Compensation and Human Capital, Corporate Governance, and Finance, plus an Integration Committee for Lexmark acquisition oversight.

• Shareholder rights include proxy access, the ability to call special meetings, and action by written consent.