Filing Overview
Xerox Holdings Corporation and Xerox Corporation filed a Form 8-K dated March 4, 2021 under Item 7.01, Regulation FD Disclosure. The filing reports planned changes to the companies’ boards of directors and does not contain quarterly or annual financial results.
Business and Reporting Context
- Xerox Holdings Corporation planned to expand its Board of Directors from seven to nine members, effective at the Annual Meeting of Shareholders scheduled for May 20, 2021.
- The Board of Directors of wholly owned subsidiary Xerox Corporation was also expected to expand from seven to nine members.
- Following the meeting, the two boards were expected to have the same members.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other financial metrics.
Material Changes and Management Commentary
The material disclosed change is the planned expansion of both boards from seven to nine directors, together with changes in director nominees. The related press release was furnished as Exhibit 99.1.
Risks, Contingencies, and Unusual Items
The board changes were subject to shareholder action at the annual meeting. The filing does not describe additional contingencies, operating risks, or unusual financial items. Information in Item 7.01 and Exhibit 99.1 was furnished, rather than filed, for purposes of Exchange Act Section 18 liability.
Investor Verification Checklist
- Verify whether shareholders approved the proposed board expansion at the May 20, 2021 annual meeting.
- Review Exhibit 99.1 for the names and qualifications of the revised director nominees.
- Confirm the final composition of the Xerox Holdings and Xerox Corporation boards after the meeting.
- Consult the company’s applicable periodic filings for financial results, leverage, liquidity, and outlook, which are not included in this Form 8-K.