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XRX Xerox

Filed: 4 Mar 21, 6:53am
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-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): March 4, 2021
 
 
 
XEROX HOLDINGS CORPORATION
XEROX CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
New York
New York
 
001-39013
001-04471
 
83-3933743
16-0468020
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
P. O. Box 4505, 201 Merritt 7
Norwalk, Connecticut
06851-1056
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
203-849-5216
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form
8-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 Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-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
Xerox Holdings Common Stock,
$1.00 par value
 
XRX
 
New York Stock Exchange
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 Rule
12b-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 7.01
Regulation FD Disclosure.
On March 4, 2021, Xerox Holdings Corporation (the “Company”) announced that will expand the size of its Board of Directors from seven members to nine members effective at the Annual Meeting of Shareholders (the “Meeting”) currently scheduled to be held on May 20, 2021.
The Board of Directors of Xerox Corporation, a wholly-owned subsidiary of the Company, will also be expanded from seven to nine members and the members of that Board will be the same as the members of the Company’s Board of Directors following the Meeting.
A copy of Xerox’s news release announcing expansion of the Board of Directors and the changes in Director nominees is being furnished as Exhibit 99.1 to this Current Report on Form
8-K
and is herein incorporated by reference.
The information contained in Item 7.01 of this Report and in Exhibit 99.1 to this Report shall not be deemed “filed” with the Commission for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.
 
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
 
Exhibit
No.
  Description
99.1  Xerox press release regarding expansion of the size of the Board of Directors and changes in Director nominees
104  Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)
 
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  XEROX HOLDINGS CORPORATION
  By: 
/s/ Douglas H. Marshall
  Name: Douglas H. Marshall
  Title: Secretary
Date: March 4, 2021   
 
  XEROX CORPORATION
  By: 
/s/ Douglas H. Marshall
  Name: Douglas H. Marshall
  Titles: Secretary
Date: March 4, 2021   
 
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