Current Report Filing (8-k)
19 February 2022 - 8:46AM
Edgar (US Regulatory)
false--12-3100001087720001770450 0001770450 2022-02-17 2022-02-17 0001770450 xrx:XeroxCorporationMember 2022-02-17 2022-02-17
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 17, 2022
XEROX HOLDINGS CORPORATION XEROX CORPORATION
(Exact name of registrant as specified in its charter)
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New York |
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New York |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
P. O. Box 4505, 201 Merritt 7
Norwalk, Connecticut
06851-1056
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
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):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Xerox Holdings Common Stock, $1.00 par value |
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XRX |
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Nasdaq Global Select Market |
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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On February 17, 2022, the Board of Directors of Xerox Holdings Corporation (the “
Company
”) approved an amendment (the “
Amendment
”) to the Company’s Amended and Restated Bylaws (the “
Bylaws
”) to require that a special meeting of shareholders of the Company be called by the Secretary of the Company upon the written request of one or more record holders of shares of voting stock of the Company representing not less than 20% of the Company’ s issued and outstanding voting stock, subject to compliance with the other requirements set forth in the Amendment, the Bylaws and applicable law. The Amendment is effective immediately.
The text of the Amendment is filed as Exhibit 3.2 to this Current Report on Form
8-K
and incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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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.
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| XEROX HOLDINGS CORPORATION |
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| By: |
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/s/ Douglas H. Marshall |
| Name: |
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Douglas H. Marshall |
| Title: |
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Assistant Secretary |
Date: February 18, 2022
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| XEROX CORPORATION |
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| By: |
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/s/ Douglas H. Marshall |
| Name: |
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Douglas H. Marshall |
| Titles: |
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Assistant Secretary |
Date: February 18, 2022
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