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
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(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 |
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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