Filing Overview
Xerox Holdings Corporation and Xerox Corporation filed a Form 8-K dated July 21, 2022, reporting the appointment of Philip Giordano to their Boards of Directors. The filing was signed and furnished on July 27, 2022. No financial statements or operating results are reported.
Business Context and Reporting Period
On June 21, 2022, the Boards appointed Mr. Giordano as a director, effective immediately. He will serve through the 2023 Annual Meeting of Shareholders and until his successor is elected and qualified.
Mr. Giordano is Founder and Chief Investment Officer of Livello Capital Management. He previously held senior investment positions at Goldman Sachs and Deutsche Bank and began his career at Citigroup.
Financial and Operating Metrics
- Revenue, profit, cash flow, margins, debt, liquidity, and other financial metrics: not provided in the filing.
- No financial guidance or forecasts are included.
Material Changes and Governance Matters
- The Board determined that Mr. Giordano is independent under Nasdaq corporate governance rules.
- He was appointed to the Finance Committee and Technology Committee.
- He will receive the standard compensation provided to non-employee directors, prorated for his period of service.
- The filing states that there are no reportable related-party transactions under Item 404(a) of Regulation S-K and no arrangement or understanding under which he was selected.
Outlook, Risks, and Unusual Items
The filing contains no management outlook, business-risk discussion, contingencies, or unusual financial items. The principal disclosed development is the addition of an independent director with investment and finance experience.
The company furnished a press release as Exhibit 99.1 under Regulation FD. The press release and related information are not deemed filed for purposes of Section 18 of the Exchange Act or incorporated by reference except where expressly stated.
Investor Verification Points
- Verify the effective appointment date, as the filing identifies June 21, 2022, while the report and press release dates are July 21 and July 27, respectively.
- Review Exhibit 99.1 for the company’s additional description of Mr. Giordano’s appointment.
- Confirm the director compensation terms in Xerox’s April 6, 2022 proxy statement.
- Assess any subsequent changes to Board composition, committee assignments, or director independence.