Xerox Tells Deason: Forget Nominating Any Board Members
In a terse letter to Xerox investor Darwin Deason included with Xerox’s Form 8-K filed with the U.S. Securities and Exchange Commission, the company addressed Deason’s demand to nominate members to Xerox’s board of director.
The March 1, 2018, which was signed by Robert J. Keegan, chairman of the board for Xerox, refusing to grant Deason a waiver to nominate directors to the Xerox Board of Directors.
The letter stated: “Xerox has concluded that you do not have any right to a waiver of Xerox’s advance notice bylaw provision, and therefore to nominate directors to serve as members of the Xerox Board of Directors outside of the nomination window.”
Deason, along with billionaire activist investor Carl Icahn, have sought to derail Xerox’s proposed merger with Fuji Xerox, with Fujifilm of Japan having a controlling 50.1 percent of shares, with current Xerox CEO Jeff Jacobson serving as president of the new company. Xerox shareholders will vote on the proposed merger at an upcoming shareholder meeting in May 2018.
Earlier this week, Deason sought to nominate a full slate of directors to the Xerox board at the May 2018 meeting, despite missing a deadline for putting forth directors. There are currently 10 directors on Xerox’s board. Deason says Xerox shareholders should have a chance to vote on all members of the Xerox Board of Directors at the meeting in May.
Deason also filed a lawsuit last month seeking to block the merger.
Together, Deason and Icahn own about 15 percent of Xerox shares. They’ve argued that the proposed transaction dramatically undervalues Xerox and “disproportionately” favors Fujifilm, and that Xerox and its shareholders would be better off with Xerox sold to a competitor or to a private-equity firm.
Fuji Xerox is Xerox and Fujifilm’s five-decade-old joint copier/MFP venture that focuses on the Asia-Pacific region, which Icahn and Deason argue has a previously undisclosed “crown jewel” lock-up right that gives Fujifilm control over Xerox’s intellectual property and manufacturing rights in the Asia-Pacific market if Xerox sells a 30-percent stake to another suitor, according to Deason’s lawsuit.
- February 2018:Seeking to Derail Xerox Merger, Deason Demands to Nominate New Directors to Xerox Board
- February 2018: This Week in Imaging: Icahn, Deason Say Sell Xerox to Competitor or PE – But Who Would Buy?
- February 2018: Xerox Responds to Icahn, Deason’s ‘Misguided Campaign’ to Undermine Proposed Fuji Xerox Merger
- February 2018: Icahn, Deason Propose Sale of Xerox to Competitor or Private-Equity Firm
- February 2018: This Week in Imaging: Fujifilm Envisions the New Combined Xerox-Fuji Xerox
- February 2018: Xerox Responds to Deason Lawsuit that Seeks to Block Merger
- February 2018: Deason Files Lawsuit to Block Fujifilm Takeover of Xerox; Xerox Responds to Criticism
- February 2018: Combined Xerox and Fuji Xerox Will Create One of World’s Largest Copier Companies, Says Fujifilm CEO
- January 2018: Xerox and Fujifilm Announce Agreement for Xerox to Merge with Fuji Xerox
- January 2018: Xerox Reports Strong Fourth-Quarter 2017 Results, 65 Dealers Signed
- January 2018: Icahn, Deason Call for Xerox CEO, Directors Replacement, Renegotiation of Fuji Xerox Partnership
- January 2018: Deason, Shareholders, Demand Xerox Disclose Potential ‘Value-Destroying’ Fujifilm Deal
- January 2018: Under Pressure from Icahn and Seeking New Growth, Xerox May be Negotiating Deal with Fujifilm