8-K
Xerox Holdings Corp (XRX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 10, 2020
XEROX HOLDINGS CORPORATION
XEROX CORPORATION
(Exact name of registrant as specified in its charter)
| New York<br> <br>New York | 001-39013<br> <br>001-04471 | 83-3933743<br> <br>16-0468020 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
201 Merritt 7
Norwalk, Connecticut
06851-1056
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (203) 968-3000
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR <br>240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR <br>240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 <br>CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Xerox Holdings Common Stock,<br> <br>$1.00 par value | XRX | New York Stock Exchange |
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Xerox Holdings Corporation and Xerox Corporation (collectively, “registrant” or “Xerox”) announced today that their respective Boards have appointed Xavier Heiss to serve as registrant’s Executive Vice President and Chief Financial Officer, effective January 1, 2021. Mr. Heiss has been serving as interim Chief Financial Officer since September 30, 2020 following the resignation of previous Chief Financial Officer, William F. Osbourn, Jr., as was reported in the Form 8-K Report filed by registrant on September 11, 2020.
Mr. Heiss, 57, has been employed by Xerox for 32 years and has served in various leadership positions in finance, business transformation and sales. Prior to being promoted to Executive Vice President and President of EMEA Operations earlier in 2020, Mr. Heiss served as Xerox Controller and Chief Financial Officer of Xerox’s Americas Operations. Prior to that, he served as Vice President of Xerox Financial Planning and Analysis and Global Finance Shared Services.
In connection with Mr. Heiss being named Chief Financial Officer, registrant has taken the following actions regarding his compensation, effective January 1, 2021: increased his annual cash base salary by $50,000; increased his annual cash target bonus amount by $50,000; and increased his annual long-term incentive (equity) target award amount by $900,000. Mr. Heiss’ total target 2021 compensation, reflecting these changes, will be: annual cash base salary of $500,000; annual cash target bonus of $500,000; and annual long-term incentive (equity) target award of $2,000,000.
A copy of registrant’s news release announcing Mr. Heiss’ appointment is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br> No. | Description of Exhibit |
|---|---|
| 99.1 | Xerox press release regarding appointment of Xavier Heiss as Chief Financial Officer. |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
2
SIGNATURES
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 thereunto duly authorized. The signatures for each undersigned shall be deemed to relate only to matters having reference to such company and its subsidiaries.
| XEROX HOLDINGS CORPORATION | ||
|---|---|---|
| Date: December 11, 2020 | By: | /s/ Douglas H. Marshall |
| Name: | Douglas H. Marshall | |
| Title: | Secretary | |
| XEROX CORPORATION | ||
| Date: December 11, 2020 | By: | /s/ Douglas H. Marshall |
| Name: | Douglas H. Marshall | |
| Title: | Secretary |
3
EX-99.1
Exhibit 99.1
| News from Xerox Holdings Corporation |
|---|
| Xerox Holdings Corporation<br> <br>201 Merritt 7<br><br><br>Norwalk, CT 06851-1056<br> <br>tel+1-203-968-3000 |
| --- |
Xerox Appoints Company Veteran Xavier Heiss as CFO
NORWALK, Conn., Dec. 11, 2020 — Xerox Holdings Corporation (NYSE: XRX), a global workplace technology company, announced Xavier Heiss as chief financial officer, a role he’s filled on an interim basis since the end of September. He reports to John Visentin, Xerox vice chairman and chief executive officer.
“Xavier combines a deep understanding of the financials with a clear vision for renewing Xerox’s growth,” said Visentin. “His well-established relationships across the business and with global customers position him well to help speed our transformation at a critical time in the company’s history.”
Heiss, a 32-year company veteran, has served in various leadership positions in finance, business transformation and sales during his career. Most recently, he led Xerox’s EMEA Operations as executive vice president and president. He previously served as controller of the company and chief financial officer of the company’s Americas Operations. His appointment is effective Jan. 1, 2021.
“Xerox’s transformation positions it for long-term success and growth in and beyond the printing business,” said Heiss. “I look forward to supporting John in delivering strong results for employees, investors, clients and other stakeholders.”
About Xerox
Xerox Holdings Corporation makes everyday work better. We are a workplace technology company building and integrating software and hardware for enterprises large and small. As customers seek to manage information across digital and physical platforms, Xerox delivers a seamless, secure and sustainable experience. Whether inventing the copier, the Ethernet, the laser printer or more, Xerox has long defined the modern work experience. Learn how that innovation continues at xerox.com.
-XXX-
Media Contact:
Caroline Gransee-Linsey, Xerox, +1-203-849-2359, Caroline.Gransee-Linsey@xerox.com
Investor Contact:
Ann Pettrone, Xerox, +1-203-849-2590, Ann.Pettrone@xerox.com
Note: To receive RSS news feeds, visit https://www.news.xerox.com. For open commentary, industry perspectives and views, visit http://twitter.com/xerox, http://www.facebook.com/XeroxCorp, https://www.instagram.com/xerox/, http://www.linkedin.com/company/xerox, http://www.youtube.com/XeroxCorp.
Xerox^®^ is a trademark of Xerox in the United States and/or other countries.
1