4655 Great America Parkway Santa Clara, California 95054 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MARCH 4, 2020 To the Stockholders of Avaya Holdings Corp.: The Annual Meeting of Stockholders (the “Annual Meeting”) of Avaya Holdings Corp. (the “Company” or “Avaya”) will be held virtually via live webcast at www.virtualshareholdermeeting.com/AVYA2020, on Wednesday, March 4, 2020, at 9:00 a.m. Eastern time. You will be able to attend the meeting online and submit questions during the meeting by visiting the website listed above. You will also be able to vote your shares electronically at the Annual Meeting. The meeting will be held online only, and will be held for the following purpose: 1. To elect seven directors, each to serve until the next annual meeting of stockholders or until his or her successor is duly elected and qualified; 2. To approve, on an advisory basis, the Company’s named executive officers’ compensation; 3. To approve the Avaya Holdings Corp. 2019 Equity Incentive Plan; 4 To approve the Avaya Holdings Corp. 2020 Employee Stock Purchase Plan; 5. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020; and 6. To transact any other business as may properly come before the 2020 Annual Meeting and any adjournment or postponement thereof. The foregoing items of business are more fully described in the proxy statement accompanying this notice. The Company’s board of directors (the “Board”) has fixed the close of business on January 6, 2020 as the record date for determining stockholders of the Company entitled to receive notice of and vote at the Annual Meeting and any adjournment or postponement thereof. The Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully. By Order of the Board of Directors, Shefali Shah Executive Vice President, Chief Administrative Officer and General Counsel January 17, 2020 Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on March 4, 2020 The Notice of Annual Meeting, Proxy Statement and Form of Proxy are first being distributed and made available on or about January 17, 2020 to all stockholders entitled to vote at the Annual Meeting. This Proxy Statement and the enclosed Form of Proxy, the Notice of Annual Meeting of Stockholders, and the Company’s 2019 Annual Report are available on the Internet at http://materials.proxyvote.com/05351X, as well as the Annual Meeting website referenced below. Virtual Meeting Admission Stockholders of record as of January 6, 2020 will be able to participate in the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/AVYA2020. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. The Annual Meeting will begin promptly at 9:00 a.m. Eastern time on Wednesday, March 4, 2020. Online check-in will begin at 8:45 a.m. Eastern time, and you should allow approximately 15 minutes for the online check-in procedures. Voting. Whether or not you plan to virtually attend the Annual Meeting and regardless of the number of shares of the Company’s common stock that you own, please cast your vote, at your earliest convenience, as instructed in the proxy card. Your vote is very important. Your vote before the Annual Meeting will ensure representation of your shares at the Annual Meeting even if you are unable to virtually attend. You may submit your vote by the Internet, telephone, mail or in person. Voting over the Internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet or telephone, you help us reduce postage, printing and proxy tabulation costs. We encourage all holders of record to vote in accordance with the instructions on the proxy card and/or voting instruction form prior to the Annual Meeting even if they plan on virtually attending the meeting in person. Submitting a vote before the Annual Meeting will not preclude you from voting your shares at the meeting should you decide to virtually attend. You may vote using the following methods: Prior to the Annual Meeting, visit the website listed on your proxy card/voting instruction form to vote via the Internet. During the Annual Meeting, visit our Annual Meeting website at www.virtualshareholdermeeting.com/AVYA2020 Sign, date and return your proxy card/voting instruction form to vote by mail. Call the telephone number on your proxy card/voting instruction form to vote by telephone. Table of Contents TABLE OF CONTENTS Page Page PROXY SUMMARY 1 PROPOSAL 4 APPROVAL OF THE AVAYA HOLDINGS PROXY AND VOTING INFORMATION 8 CORP. 2020 EMPLOYEE STOCK PURCHASE PLAN 75 CORPORATE GOVERNANCE 13 CERTAIN RELATIONSHIPS AND Overview ................................ 13 Code of Conduct ........................ 13 RELATED TRANSACTIONS 83 Corporate Responsibility .................. 13 Related Party Transaction Policy ............. 85 Prohibition on Hedging or Pledging of Company Stock ......................... 15 EXECUTIVE OFFICERS 86 Leadership Structure of the Board .......... 15 Board Independence ..................... 15 PROPOSAL 5 Board Composition and Director Qualifications ........................... 16 RATIFICATION OF APPOINTMENT OF Board and Committee Meetings .............. 16 INDEPENDENT REGISTERED PUBLIC Board Committees ........................ 17 ACCOUNTING FIRM 88 Compensation Committee Interlocks and Insider Pre-Approval Policies and Procedures ........ 88 Participation ............................. 18 Principal Accountant Fees and Services ....... 89 Selection of Board Nominees ................ 19 RingCentral Board Nominee ............... 19 AUDIT COMMITTEE REPORT 90 Board Oversight of Risk Management ......... 20 Communications with the Board ............. 20 PROCESS FOR DIRECTOR PROPOSAL 1 NOMINATIONS AND STOCKHOLDER ELECTION OF DIRECTORS 21 PROPOSALS 91 Director Nominations ..................... 91 STOCK OWNERSHIP 28 Stockholder Proposals For Inclusion in Our Proxy Materials ......................... 92 Security Ownership of Certain Beneficial Other Matters to be Brought Before the 2021 Owners and Management ................ 28 Annual Meeting of Stockholders ............ 92 DIRECTOR COMPENSATION 32 ADDITIONAL FILINGS 93 COMPENSATION DISCUSSION AND ANNUAL REPORT 93 ANALYSIS 35 OTHER BUSINESS 93 PROPOSAL 2 ADVISORY APPROVAL OF THE ANNEX A: RECONCILIATION OF GAAP COMPANY’S NAMED EXECUTIVE TO NON-GAAP (ADJUSTED) FINANCIAL OFFICERS’ COMPENSATION MEASURES A-1 (“SAY-ON-PAY”) 60 ANNEX B: AVAYA HOLDINGS CORP. PROPOSAL 3 2019 EQUITY INCENTIVE PLAN B-1 APPROVAL OF THE AVAYA HOLDINGS CORP. 2019 EQUITY INCENTIVE PLAN 62 ANNEX C: AVAYA HOLDINGS CORP. 2020 EMPLOYEE STOCK PURCHASE PLAN C-1 2020 Proxy Statement i [THIS PAGE INTENTIONALLY LEFT BLANK] Proxy Summary PROXY SUMMARY This summary highlights certain information contained in the Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding the Company’s performance in the fiscal year which ended on September 30, 2019 (“Fiscal 2019”), please review the Company’s Annual Report on Form 10-K for the year ended September 30, 2019 (the “Form 10-K”) that accompanied this Proxy Statement. 2020 Annual Meeting Overview Date and Time March 4, 2020 at 9:00 a.m., Eastern time Place Virtually via webcast Participate in the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/AVYA2020. There will not be a physical meeting in North Carolina, New York or anywhere else. Record Date January 6, 2020 Voting Stockholders of record as of the close of business on the record date are entitled to vote for each director nominee and for each of the other proposals to be voted on. Each share of common stock of the Company (“Common Stock”) is entitled to one vote. Each share of Series A Convertible Preferred Stock of the Company (“Series A Stock”) is entitled to one vote for each share of Common Stock that would be issuable upon conversion of such Series A Stock immediately prior to the record date. Common Stock Outstanding on 99,517,295 shares of Common Stock Record Date Series A Stock Outstanding on 125,000 shares of Series A Stock entitled to vote on an Record Date as-converted to Common Stock basis for a total of 7,852,311 votes Total Votes Comprised of Total 107,369,606 votes Common Stock and as-converted Series A Stock Outstanding on the Record Date Registrar & Transfer Agent American Stock Transfer & Trust Company LLC Company’s State of Delaware Incorporation 2020 Proxy Statement 1 Proxy Summary Virtual Stockholder Meeting Our 2020 Annual Meeting will be conducted exclusively online via live webcast, allowing all of our stockholders the option to participate in the live, online meeting from any location convenient to them, providing stockholder access to our Board and management, and enhancing participation. Stockholders at the close of business on January 6, 2020 will be allowed to communicate with us and ask questions in our virtual stockholder meeting forum before and during the meeting. All directors and key executive officers are expected to be available to answer questions. For further information on the virtual meeting, please see the “Proxy and Voting Information” section in this Proxy Statement. 2 2020 Proxy Statement Proxy Summary › Roadmap of Voting Matters ROADMAP OF VOTING MATTERS Stockholders are being asked to vote on the following matters at the 2020 Annual Meeting: Proposals Board Votes Required Proposal Recommendation More Information for Approval The seven director nominees who receive the most affirmative FOR each votes of shares of our 1. Election of Directors Page 21 Nominee Common Stock virtually present or represented by proxy, and entitled to vote, will be elected to the Board 2. Advisory approval of the Company’s named executive FOR Page 60 officers’ compensation 3. Approval of the Avaya Holdings Corp.