UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 21, 2019
XEROX CORPORATION
(Exact name of registrant as specified in its charter)
New York | 001-04471 | 16-0468020 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
201 Merritt 7
Norwalk, Connecticut
06851
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (203)968-3000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Common Stock, $1 par value | XRX | New York Stock Exchange NYSE Chicago |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporationor By-Laws; Change in Fiscal Year.
At the Annual Meeting of Shareholders held on May 21, 2019, Registrant’s shareholders approved an amendment of its restated certificate of incorporation to add a new Article TENTH, which provides that the affirmative vote of a majority of the votes of all outstanding shares entitled to vote thereon shall be required to take any of the following actions: (1) to adopt a plan of merger or consolidation in accordance with Section 903 of the New York Business Corporation Law or any successor provision thereto; (2) to approve the sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation in accordance with Section 909 of the New York Business Corporation Law or any successor provision thereto; (3) to adopt a plan for the exchange of shares in accordance with Section 913 of the New York Business Corporation Law or any successor provision thereto; and (4) to authorize the dissolution of the corporation in accordance with Section 1001 of the New York Business Corporation Law or any successor provision thereto. The amendment to Registrant’s restated certificate of incorporation became effective on May 22, 2019 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 copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing does not purport to be a complete description of the terms of the Certificate of Amendment, and is qualified in its entirety by reference to the Certificate of Amendment.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) | On May 21, 2019, Registrant held its Annual Meeting of Shareholders. |
(b) | Shareholders voted on the matters set forth below as follows: |
1. | Approval of the holding company reorganization. The holding company reorganization was approved. |
For | Against | Abstain | Non Votes | |||
174,765,486 | 412,734 | 175,924 | 17,605,200 |
2. | Election of directors. All nominees for director were elected. |
Name | For | Against | Abstain | Non Votes | ||||
Jonathan Christodoro | 142,437,117 | 32,746,136 | 170,845 | 17,605,200 | ||||
Keith Cozza | 151,097,797 | 23,295,059 | 961,066 | 17,605,200 | ||||
Joseph J. Echevarria | 168,201,269 | 6,959,205 | 193,703 | 17,605,200 | ||||
Nicholas Graziano | 165,938,273 | 9,227,023 | 188,881 | 17,605,200 | ||||
Cheryl G. Krongard | 152,991,543 | 22,183,055 | 179,499 | 17,605,200 | ||||
Scott Letier | 165,391,372 | 9,660,380 | 302,424 | 17,605,200 | ||||
Giovanni (“John”) Visentin | 174,362,965 | 804,254 | 186,958 | 17,605,200 |
3. | Ratification of selection of PricewaterhouseCoopers LLP as Registrant’s independent registered public accounting firm for 2019. The selection of PricewaterhouseCoopers LLP was ratified. |
For | Against | Abstain | Non Votes | |||
190,175,081 | 2,535,211 | 248,853 | 0 |
4. | Approval, on an advisory basis, of the 2018 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2019 Proxy Statement. The 2018 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2019 Proxy Statement, was not approved. |
For | Against | Abstain | Non Votes | |||
70,401,740 | 104,618,888 | 333,549 | 17,605,200 |
5. | Proposal to amend the Restated Certificate of Incorporation to implement a majority voting standard for certain corporate actions. The proposal to amend the Restated Certificate of Incorporation to implement a majority voting standard for certain corporate actions was approved. |
For | Against | Abstain | Non Votes | |||
174,549,333 | 528,118 | 276,725 | 17,605,200 |
6. | Authorization of adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals. The proposal to authorize adjournment of the Annual Meeting, if necessary, to solicit additional proxies was approved. |
For | Against | Abstain | Non Votes | |||
103,285,241 | 88,981,086 | 692,873 | 0 |
7. | Shareholder proposal regarding a simple majority vote requirement. The proposal regarding a simple majority vote requirement was approved. |
For | Against | Abstain | Non Votes | |||
125,321,714 | 46,541,454 | 3,060,205 | 18,015,494 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
3.1 | Certificate of Amendment of Certificate of Incorporation filed with the Department of State of the State of New York on May 22, 2019. |
EXHIBIT INDEX
Exhibit No. | Description | |
3.1 | Certificate of Amendment of Certificate of Incorporation filed with the Department of State of the State of New York on May 22, 2019. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this Report to be signed on its behalf by the undersigned duly authorized.
XEROX CORPORATION | ||||||
By: | /s/ Douglas H. Marshall | |||||
Douglas H. Marshall | ||||||
Date: May 23, 2019 | Secretary |