Xerox Reaches Agreement with Icahn and Deason, Jacobson Resigns CEO Position
Thursday, May 03, 2018
Press release from the issuing company
NORWALK, Conn. - Xerox today announced that it has entered into an agreement with Carl Icahn and Darwin Deason that will resolve the pending proxy contest in connection with the company’s 2018 Annual Meeting of Shareholders, as well as the ongoing litigation against Xerox and its directors related to the company’s proposed combination with Fuji Xerox. The agreement does not affect any claims of Mr. Deason against Fujifilm for aiding and abetting.
The agreement will become effective upon execution by the court of stipulations discontinuing the Deason litigations as to the Xerox defendants. The agreement will automatically terminate if the court does not act before 8:00 p.m. ET on May 3, 2018. Pursuant to the terms of the agreement, upon effectiveness:
Subsequent to joining the Xerox Board of Directors, Keith Cozza, the Chief Executive Officer of Icahn Enterprises L.P., is expected to be elected Chairman of the Board of Directors of Xerox and John Visentin is expected to be appointed as the new Vice Chairman and Chief Executive Officer of Xerox. Gregory Brown, Joseph Echevarria and Cheryl Krongard will continue to serve as members of Xerox’s Board of Directors.
As part of the agreement, Xerox and Carl Icahn will withdraw their respective nominations of any other director candidates for election at the 2018 Annual Meeting of Shareholders. Xerox will continue to waive the advance notice bylaw for the 2018 Annual Meeting of Shareholders until May 30, 2018. The 2018 Annual Meeting of Shareholders will be postponed to a later date.
The company has been informed that subsequent to the agreement becoming effective, the new Board of Directors plans to meet immediately to, among other things, begin a process to evaluate all strategic alternatives to maximize shareholder value, including terminating or restructuring Xerox’s relationship with Fujifilm and the proposed transaction with Fujifilm.
The current Board of Directors of Xerox issued the following statement about the agreement:
Carl Icahn issued the following statement about the agreement:
Darwin Deason issued the following statement about the agreement:
The agreement between Xerox, Mr. Icahn and Mr. Deason will be filed with the U.S. Securities and Exchange Commission.
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