Item 5.07 Submission of Matters to a Vote of Security Holders.





    (a)  On May 19, 2022, Xerox Holdings Corporation (the "Registrant") held its
         Annual Meeting of Shareholders ("2022 Annual Meeting").



  (b) Shareholders voted on the matters set forth below as follows:



  1. Election of Directors. All nominees for director were elected.



Name                              For            Against         Abstain       Non-Votes
Joseph J. Echevarria           116,562,255       10,277,601       200,516       12,851,066
Scott Letier                    91,528,571       34,884,575       627,225       12,851,066
Jesse A. Lynn                  123,266,136        3,495,783       278,453       12,851,066
Nichelle Maynard-Elliott       122,733,017        4,076,629       230,726       12,851,066
Steven D. Miller               120,536,189        6,244,312       259,871       12,851,066
James L. Nelson                 89,569,410       37,042,952       428,010       12,851,066
Margarita Paláu-Hernández       94,528,444       32,291,321       220,606       12,851,066
Giovanni ("John") Visentin     122,565,932        4,274,188       200,252       12,851,066



        2.  Ratification of selection of PricewaterhouseCoopers LLP as the
            Registrant's independent registered public accounting firm for 2022.
            The selection of PricewaterhouseCoopers LLP was ratified.



    For        Against    Abstain   Non-Votes
136,454,079   3,183,621   253,738       0



        3.  Approval, on an advisory basis, of the 2021 compensation of the
            Registrant's Named Executive Officers, as disclosed in Registrant's
            2022 Proxy Statement. The 2021 compensation of the Registrant's Named
            Executive Officers, as disclosed in Registrant's 2022 Proxy Statement,
            was approved on an advisory basis.



   For        Against     Abstain   Non-Votes
88,765,005   37,543,401   731,967   12,851,066



        4.  Approval of an amendment to the Registrant's Amended and Restated
            Certificate of Incorporation to permit shareholders to act by written
            consent. The amendment to the Registrant's Amended and Restated
            Certificate of Incorporation to permit shareholders to act by written
            consent was approved.



    For        Against    Abstain   Non-Votes
125,152,662   1,583,726   303,983   12,851,066

The amendment of the Registrant's amended and restated certificate of incorporation became effective on May 19, 2022 upon acceptance by the Department of State of the State of New York of a certificate of amendment setting forth such amendment ("Certificate of Amendment"). A conformed copy of the restated certificate of incorporation reflecting the amendment effected by the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.



        5.  Shareholder Proposal for shareholder right to call a special
            shareholder meeting, if properly presented to the meeting. The
            proposal for the shareholder right to call a special shareholder
            meeting was not approved.



   For       Against      Abstain     Non-Votes
8,587,139   85,098,508   33,354,725   12,851,066

Item 8.01 Other Events

On May 25, 2022, the Company announced that the Board elected James L. Nelson to serve as Chairman of the Board effective as of the date of the Annual Meeting.

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The Company also announced the following Board committee composition for 2022 - 2023 effective as of that date:



Audit                          Compensation
Joseph J. Echevarria (Chair)   Nichelle Maynard-Elliott (Chair)
Nichelle Maynard-Elliott       Jesse A. Lynn
James L. Nelson                Margarita Paláu-Hernández

Corporate Governance           Finance
James L. Nelson (Chair)        Scott Letier (Chair)
Jesse A. Lynn                  Joseph J. Echevarria
Margarita Paláu-Hernández      Steven D. Miller

Technology
Steven D. Miller (Chair)
Scott Letier
James L. Nelson

Item 9.01. Financial Statements and Exhibits





  (d) Exhibits



Exhibit
  No.       Description

3.1           Restated Certificate of Incorporation of Xerox Holdings Corporation
            as of May 19, 2022 (conformed copy).

104         Cover Page Interactive Data File (the cover page tags are embedded
            within the Inline XBRL document)

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