May 17, 2018
Visentin, who was engaged as a consultant by Carl Icahn, was also elected Vice Chairman of the OEM’s Board of Directors, while Keith Cozza was elected chairman of the Board of Directors.
Xerox also announced that it will hold its 2018 Annual Meeting of Shareholders on 31 July 2018. The Board of Directors has fixed the close of business on 13 June 2018 as the record date for the 2018 Annual Meeting. Xerox has stated it will continue to waive the advance notice bylaw to enable any Xerox shareholder to provide notice of intent to nominate directors for election or propose business at the 2018 Annual Meeting until 13 June 2018.
Because the expected meeting date for the 2018 Annual Meeting represents a change of more than thirty days from the anniversary of the company’s 2017 annual meeting of shareholders, Xerox has set a new deadline for the receipt of shareholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for inclusion in the company’s proxy materials for the 2018 Annual Meeting.
In order to replace the value of certain compensation Visentin is forfeiting in order to join Xerox, the independent members of the Board of Directors approved an award of 350,755 restricted shares of Xerox common stock which will vest upon the earliest of (1) 1 May 2019, subject to his continuous employment through such date, (2) voluntary termination for good reason or termination by the company without cause, (3) termination due to death or disability or (4) a change in control. The award was granted outside of the Xerox Corporation 2004 Performance Incentive Plan (as amended and restated) and was approved by the independent members of the Board of Directors in reliance on the employment inducement exemption under the NYSE’s Listed Company Manual Rule 303A.08, which requires public announcement of the award.
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