Stockholders of record as of January 4, 2021 will be able to participate in the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/AVYA2021. 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 10:30 a.m. Eastern time on Wednesday, March 3, 2021. Online check-in will begin at 10:15 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 stockCommon 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.person by participating virtually in the meeting. 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.meeting. 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:

		Visit 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/AVYA2021.
		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.
		Sign, date and return your proxy card/voting instruction form to vote by mail.				Vote in person at the Annual Meeting. Stockholders with shares of our Common Stock held through a bank, broker or other nominee may vote in person at the meeting only if they have a legal proxy from the bank, broker or other nominee and bring it to the Annual Meeting.

ROADMAP OF VOTING MATTERS

Stockholders are being asked to vote on the following matters at the 20192021 Annual Meeting:

DIRECTOR NOMINEES

Snapshot of 2019 Director Nominees
William D. Watkins Chair of the Board Director since 2017 Independent Former Chairman and Chief Executive Officer of Imergy Power Systems Co. Board Committees: NCGC Other Public Company Boards: 2		James M. Chirico, Jr. Director since 2017 President and Chief Executive Officer of the Company Co. Board Committees: n/a Other Public Company Boards: None		Stephan Scholl Director since 2017 Independent Advisor to the Office of the Chief Executive Officer, and Former President, at Infor, Inc. Co. Board Committees: CC; NCGC Other Public Company Boards: None		Susan L. Spradley Director since 2017 Independent Chief Executive Officer of Motion Intelligence, Inc. Co. Board Committees: AC; NCGC (Chair) Other Public Company Boards: 2

Stanley J. Sutula, III Director since 2017 Independent   Executive Vice President and Chief Financial Officer of Pitney Bowes Inc. Co. Board Committees: AC (Chair) Other Public Company Boards: NoneBest Practices				Scott D. Vogel Director since 2017 Independent Managing Member of Vogel Partners LLC Co. Board Committees: AC; CC (Chair) Other Public Company Boards: 4
		Jacqueline E. Yeaney Director since 2019 Independent Former Senior Vice President and Chief Marketing Officer of Ellucian Co. Board Committees: None Other Public Company Boards: None
AC = Audit Committee CC =✓  Robust Share Ownership Guidelines ✓  Prohibition on Executives Hedging and Pledging Stock ✓  Executive Compensation CommitteeClawback Policy NCGC = Nominating and Corporate Governance Committee

PROXY AND VOTING INFORMATION

Why am I receiving these materials?

The Board of Directors (the “Board”) of Avaya Holdings Corp. (which we refer to in this Proxy Statement as we, our, us, our Company or the Company) is providing you these proxy materials in connection with the Board’s solicitation of proxies from our stockholders for our 2019 annual meeting of stockholders (which we refer to as the Annual Meeting) and any adjournments and postponements of the Annual Meeting. The Annual Meeting will be held on Wednesday, May 15, 2019, at 9:00 a.m. Eastern Time, at the Company’s offices located at 2605 Meridian Parkway, Durham, North Carolina 27713. These materials were first mailed to stockholders on or about April 3, 2019. You are invited to attend the Annual Meeting and requested to vote on the items described in this Proxy Statement.

What is the purpose of the Annual Meeting?

You and our other stockholders entitled to vote at the Annual Meeting are requested to vote on proposals to (i) elect seven members of our Board of Directors to serve until our 2020 annual meeting of stockholders; (ii) to approve, on an advisory basis, our named executive officers’ compensation; (iii) to approve, on an advisory basis, the frequency of holding future advisory votes to approve the Company’s named executive officers’ compensation; and (iv) to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for Fiscal 2019.

Who is entitled to vote at the Annual Meeting?

Only holders of record of our Common Stock at the close of business on March 20, 2019, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting. A list of our stockholders will be available for review at our executive offices in Santa Clara, California during ordinary business hours for a period of ten (10) days prior to the meeting. Each stockholder is entitled to one vote for each share of Common Stock held. Shares of our Common Stock represented in person or by a properly submitted proxy will be voted at the Annual Meeting. On the record date, 110,717,544 shares of our Common Stock were outstanding and entitled to vote.

What constitutes a quorum?

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority in voting power of the issued and outstanding shares of our Common Stock entitled to vote at the Annual Meeting is required to constitute a quorum for the transaction of business.

What vote is required to approve each item to be voted on at the Annual Meeting?

Election of Directors.A nominee for director will be elected to the Board with a plurality of votes, which means that the seven nominees receiving the most “for” votes will be elected. Votes withheld from any nominee will have no effect on the outcome of the election of directors. Votes may not be cast “against” the election of a nominee. Abstentions and brokernon-votes (described below) are not counted for purposes of the election of directors and will not affect the outcome of such election. Our stockholders do not have cumulative voting rights for the election of directors.

Votes Required to Adopt Other Proposals.The affirmative vote of the holders of a majority in voting power of the votes cast by stockholders present or represented by proxy and entitled to vote at the Annual Meeting is required for approval of all other items being submitted to stockholders for consideration.

Because your votes on Proposal No. 2 and 3 are advisory, the results will not be binding on us, our Board or our Compensation Committee. However, we value our stockholders’ views on the effectiveness of our executive compensation program and our Board and Compensation Committee will consideris designed with the advisory votesobjective of strongly linking pay with performance as evidenced by the graphs below:

The Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. The deadline for voting by telephone or electronically over the Internet is 11:59 p.m., New York City time, on Tuesday, May 14, 2019. Mailed proxy cards with respect to shares held of record should be mailed to allow sufficient time for delivery and tabulation.

If you hold your shares through a bank, broker or other nominee (also known as “street name”), such entity/person will give you separate instructions for voting your shares. “Street name” stockholders who wish to vote in person at the Annual Meeting will need to obtain a proxy form from the institution that holds their shares and those institutions will likely require your instructions to be submitted before the deadline listed above.

Can I change my vote after I return my proxy card?

Yes. Even after you have voted electronically through the Internet, by telephone or submitted your proxy card, you may change your vote at any time before the proxy is exercised at the Annual Meeting. You may change your vote by (i) sending written notice of revocation to Sara R. Bucholtz, Corporate Secretary, Avaya Holdings Corp., 4655 Great America Parkway, Santa Clara, CA 95054, (ii) submitting a valid proxy with a subsequent date by the Internet, telephone or mail, or (iii) attending the Annual Meeting and voting. Your attendance at the Annual Meeting will not by itself revoke a proxy that you have previously submitted. Stockholders who hold shares through a bank, broker or other nominee should consult with that party as to the procedures to be used for revoking a vote.

What if I return a proxy card but do not make specific choices?

If we receive a signed and dated proxy card from you that does not specify how your shares are to be voted on one or more matters, your shares will be voted “For” the election of each of the director nominees, “For” Proposals No. 2 and 4 and a frequency of every “One Year” for Proposal No. 3. If any other mater is properly presented at the Annual Meeting, the individuals named as proxy holders on your proxy card will vote your shares in the manner recommended by the Board on all proposals presented in the Proxy Statement and as they may determine in their best judgment as to any other matters properly presented for vote at the Annual Meeting.

What does it mean if I receive more than one proxy card or voting instruction form?

It means your shares are registered differently or are held in more than one account at the transfer agent and/or with one or more banks, brokers or other nominees. Please vote all your shares.

How will votes be recorded?

Votes will be tabulated by Broadridge, and the results will be certified by one or more Inspectors of Election, who are required to resolve impartially any interpretive questions as to the conduct of the vote. In tabulating votes, the Inspectors of Election will make a record of the number of shares voted for or against each nominee and each other matter voted upon, the number of shares abstaining with respect to each nominee or other matter, and the number of shares held of record by banks, brokers or other nominees and present at the Annual Meeting but not voting.

What is “householding” and how does it affect me?

We have adopted the “householding” procedure approved by the Securities and Exchange Commission (“SEC”), which allows us to deliver one set of documents to a household of stockholders instead of delivering a set to each stockholder in a household, unless we have been instructed otherwise. This procedure is more environmentally friendly and cost-effective because it reduces the number of copies to be printed and mailed. We and some banks, brokers or other nominees household annual reports and proxy statements, delivering a single annual report and proxy statement to multiple stockholders sharing an address unless we have been instructed otherwise.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate annual report and proxy statement in the future, please notify your bank, broker or other nominee if your shares are held in a brokerage account or notify us at the address or telephone number below if you hold registered shares. Alternatively, if, at any time, you and another stockholder sharing the same address wish to participate in householding and prefer to receive a single copy of our annual report and proxy statement, please notify your bank, broker or other nominee if your shares are held in a bank or brokerage account or notify us if you hold registered shares.

At any time, you may request a separate copy of our annual report or proxy statement by sending a written request to the Corporate Secretary at Avaya Holdings Corp., 4655 Great America Parkway, Santa Clara, CA 95054, or by calling (908)953-6000.

Who is paying for this proxy solicitation?

We will pay for the entire costs of soliciting proxies. In addition to these proxy materials, our directors, officers and employees may also solicit proxies in person, by phone or other means of communications. Directors, officers and employees will not be paid any additional compensation for soliciting proxies.

In addition, we have engaged D.F. King, a proxy solicitation firm, to assist us in the solicitation of proxies for a fee of approximately $8,500, plus reasonableout-of-pocket expenses.

Where can I find the voting results of the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting and to publish the final results in a current report on Form8-K following the Annual Meeting.

CORPORATE GOVERNANCE

Chapter 11 Emergence and Selection of Directors

On the Emergence Date, the Company, together with certain of its affiliates (collectively, the “Debtors”), emerged from restructuring after filing voluntary petitions for relief (the “Filing”) under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of New York (the “Court”) on January 19, 2017. On November 28, 2017, the Court entered an order confirming the Second Amended Joint Plan of Reorganization filed by the Debtors on October 24, 2017 (the “Plan of Reorganization”). The Plan of Reorganization became effective on the Emergence Date.

For further information on the Filing, the Plan of Reorganization and the Debtors’ emergence from Chapter 11, see Note 4, “Emergence from Voluntary Reorganization under Chapter 11 Proceedings” and Note 5, “Fresh Start Accounting” included in Item 8, “Financial Statements and Supplementary Data,” in the Annual Report on Form10-K. Additional information can also be found in the Company’s Amendment No. 3 to its Registration Statement on Form 10 filed with the SEC on January 10, 2018.

Pursuant to the Plan of Reorganization, upon emergence our Board consisted of our President and Chief Executive Officer (“CEO”), James M. Chirico, Jr., and six independent directors: William D. Watkins (Chair), Ronald A. Rittenmeyer, Stephan Scholl, Susan L. Spradley, Stanley J. Sutula, III and Scott D. Vogel. Mr. Rittenmeyer submitted his resignation as a director of the Company effective as of April 30, 2018. The Board elected Jacqueline E. Yeaney as a director, effective as of March 18, 2019, to fill the vacancy on the Board. The term for all the current directors expires at the upcoming Annual Meeting.

On the Emergence Date, the following persons ceased to serve as directors of the Company: Charles H. Giancarlo, Mary C. Henry, Kevin J. Kennedy, John Marren, Afshin Mohebbi, Greg K. Mondre, Kiran Patel and Gary B. Smith.

Overview

Our Board is responsible for providing oversight over the Company’s business and affairs, including the Company’s strategic direction, as well as the management and financial and operational execution that can best perpetuate the success of the business and support the long-term interestinterests of our stockholders. To effectively support its responsibilities, the Board has three committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these Board committees is currently comprised solely of independent directors. These Board committees carry out responsibilities set out in specific committee charters approved by the Board that are consistent with applicable requirements of the NYSENew York Stock Exchange (“NYSE”) and the SEC.Securities and Exchange Commission (“SEC”). The Board and each committee may from time to time form other committees for specified purposes. The Board and each committee may also, at its discretion, retain outside advisors at the Company’s expense in carrying out its responsibilities.

Our Board is committed to good corporate governance practices and seeks to represent stockholder interests through the exercise of sound judgment. To this end, the Board has adopted Corporate Governance Guidelines (“Guidelines”) that provide specific provisionsthe framework for the governance of the Board and Company and a Code of Ethics and Business Conduct (“Code of Conduct”) that represents our commitment to the highest standards of ethics and integrity in the conduct of our business. The Board committee charters, the Guidelines and the Code of Conduct, as well as any amendments we may make to these documents from time to time, may be found under “Corporate Governance” in the Investor Relations section of our website under “Corporate Governance” at

Code of Conduct

Our Code of Conduct is designed to help directors and employees worldwide to resolve ethical issues in an increasingly complex global business environment. The Code of Conduct applies to all directors and employees, including, without limitation, the CEO,Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), the Chief Accounting Officer, the Corporate Controller and any other employee with any responsibility for the preparation and filing of documents with the SEC. The Code of Conduct covers a variety of topics, including those required to be addressed by the SEC. Topics covered include, but are not limited to, conflicts of interest, confidentiality of information and compliance with applicable laws and regulations. Directors and employees of the Company receive periodic updates regarding corporate governance policies governed by and are informed when there are any material changes to the Code of Conduct.

We will post amendments to or waivers of the provisions of the Code of Conduct made with respect to any of our directors and executive officers on the Investor Relations section of our website within four business days.days of effecting any such amendment or waiver. During Fiscal 2018,2020, no amendments to or waivers of the provisions of the Code of Conduct were made with respect to any of our directors or executive officers.

oversee and approve. Director candidates

Board Each of Directors

AUDIT COMMITTEE

Current Committee Composition: Stanley J. Sutula, III (Committee Chair), Susan L. Spradley and Scott D. Vogel

Pre-Emergence Date Committee Composition: Kiran Patel (Committee Chair), Mary Henry, Greg Mondre and Ronald A. Rittenmeyer

The Board has determined that each of Messrs. Sutula and Vogel and Ms. Spradley is financially literate, able to read and understand fundamental financial statements, and meets the independence rules of the NYSE and Rule10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has also affirmatively determined that each of Messrs. Sutula and Vogel qualifies as an audit committee financial expert under the applicable requirements of the rules and regulations of the SEC

It is Company policy that no member of the Audit Committee may simultaneously serve on the auditthese committees of more than two other publicly traded companies, unless service on any such additional audit committee is approved by the Board upon recommendation of the Nominating and Corporate Governance Committee. Currently, Messrs. Sutula and Vogel and Ms. Spradley do not serve on more than two other audit committees for publicly traded companies.

Committee Responsibilities: The Audit Committee is responsible for, among other things:

The Audit Committee’s role is one of oversight. The primary responsibility of the Audit Committee is to oversee the Company’s financial reporting process on behalf of the Board and report the results of its activities to the Board. The Company’s management is responsible for preparing the Company’s financial statements and the

independent registered public accounting firm is responsible for auditing those financial statements. It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles.

Meetings. The Audit Committee meets at least four times annually and more frequently as circumstances dictate. The Audit Committee held thirteen meetings during Fiscal 2018, two meetings prior to the Emergence Date and eleven meetings thereafter.

COMPENSATION COMMITTEE

Current Committee Composition: Scott D. Vogel (Committee Chair) and Stephan Scholl

Pre-Emergence Date Committee Composition: John Marren (Committee Chair), Charles Giancarlo and Gary Smith

In addition, Ronald A. Rittenmeyer served on the Compensation Committee from December 15, 2017 until his resignation from the Board, effective April 30, 2018.

The Board has determined that each of Messrs. Scholl and Vogel meets the independence rules for compensation committees set by the NYSE. In addition, each of them is a“Non-Employee Director,” as defined byRule 16b-3 under the Exchange Act, and satisfies the requirements of an “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended.

Committee Responsibilities: The Compensation Committee is responsible for, among other things:

The Compensation Committee has authority under its respective charter to access such internal and external resources, including retaining legal, financial or other advisors, as the Compensation Committeecommittee deems necessary or appropriate to fulfill its responsibilities. The Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant during Fiscal 2018 followingTo view each committee’s full responsibilities, see the Emergence Date. FW Cook advisedspecific committee charters under “Corporate Governance” in the Compensation Committee on, among other things, the reasonablenessInvestor Relations section of our executive compensation levels in comparison to other similarly situated companies and on the appropriateness of our executive andnon-employee director compensation program structure in supporting our business objectives. FW Cook does not provide any other services to the Company. Meetings of the Compensation Committee are attended by the CEO, if requested by the Compensation Committee. The Chairman of the Compensation Committee reports the actions of the Compensation Committee regarding compensation of Senior Executives to the Board.website at https://investors.avaya.com/corporate-governance/governance-policies.

Meetings. The Nominating and Corporate Governance Committee held two meetings during Fiscal 2018, both of which were after the Emergence Date. The Nominating and Corporate Governance Committee meets periodically, as deemed necessary by the committee Chair.

Selection of Board Nominees

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“FOR” EACH OF THE DIRECTOR NOMINEES NAMED BELOW.Director Nominees