Xerox Corp. has earned top honors for its environmental, social and governance standards as part of the FTSE4Good rankings.
As part of FTSE Russell, the FTSE4Good Index Series is designed to measure the performance of companies demonstrating strong environmental, social and governance practices. Transparent management and clearly defined ESG criteria make FTSE4Good indexes suitable tools to be used by a wide variety of market participants when creating or assessing sustainable investment products, according to FTSE Russell.
Xerox achieved a perfect 5.0 ranking in each of the categories, and a 96 out of 100 for the overall environmental, social and governance rating. The document company annually publishes its report on corporate social responsibility, reinforcing the message that behaving responsibly as a global citizen is an “inseparable part of the company’s heritage.”
“Year in and year out, we ensure that Xerox has a sustainable environmental, social and governance strategy,” said Michele Cahn, vice president of global government affairs, sustainability & citizenship for Xerox. “A robust ESG program makes good business sense and benefits our employees, customers, shareholders and the planet.”
FTSE Russell is a leading global provider of benchmarks, analytics, and data solutions with multi-asset capabilities. The FTSE4Good Index is administered by the Financial Times Stock Exchange, a unit of London Stock Exchange Group’s information services division.
Xerox was first named to the FTSE4Good Index in 2008.
IEC Electronics Corp. has tapped a Xerox Corp. veteran to serve as its new CFO and senior vice president of finance.
Thomas Barbato spent 23 years in high level finance and operational positions at Xerox, most recently serving as vice president of finance – North America Operations Pricing and Contracting.
Barbato’s experience includes all facets of pricing and contracting, deal review and risk management, acquisitions, accounting and internal controls, IEC officials said this week. While at Xerox, he held leadership roles in change management as well as Lean Six Sigma initiatives.
Prior to joining Xerox, Barbato served as senior auditor at Deloitte & Touche in Rochester. He holds a bachelor’s degree in accounting from St. John Fisher College.
“As IEC continues on our path to growth, it is critical for our company to bring on strong leaders who understand the manufacturing environment in which we work,” IEC President and CEO Jeffrey Schlarbaum said in a news release. “We are very pleased to bring Tom, with his demonstrated leadership and extensive experience in world class processes, to our business. We believe his background and expertise related to manufacturing operations as well as Lean Six Sigma training make him especially well-suited for our CFO role.”
IEC had an “overwhelming” response to its search to fill the CFO position, Schlarbaum said.
“Tom not only brings broad professional experience from his long career at a blue chip corporation, but is also a solid fit for our culture of excellence,” he added. “We are excited to welcome Tom to our management team, and we believe he’ll be a valuable addition as we continue to grow our leadership position in the marketplace.”
Based in Newark, Wayne County, IEC is a public company that provides electronic manufacturing services to advanced technology companies that produce life-saving and mission critical products for the medical, industrial, aerospace and defense sectors.
Shares of company stock (NYSE: IEC) were up less than 1 percent to $5.47 in light trading Friday morning.
A local engineer has been chosen to participate in an esteemed symposium.
Brighton resident and Xerox Corp. engineer Jeff Fowler next week will attend the National Academy of Engineering’s 24th annual U.S. Frontiers of Engineering Symposium, a meeting of the nation’s most promising young engineers.
Fowler will join fellow Xerox colleague, Alex Hegyi, a research scientist at Xerox’s Palo Alto Research Center, at the annual conference, being held at Massachusetts Institute of Technology’s Lincoln Laboratory Sept. 5 through Sept. 7.
Fowler and Hegyi are among 84 engineers selected nationwide from industry, academia and national labs to be part of the symposium. This year, the group will discuss cutting edge developments in four areas: quantum computing, technology for humanitarian assistance and disaster relief, resilient and reliable infrastructure and the new medical field of theranostics, which combines targeted therapy based on specific targeted diagnostic tests.
Fowler is a senior engineer at Xerox’s Webster campus, and was a key contributor in the development of the document company’s WorkCentre 5900 series and AltaLink b8000 drum cartridges. He now works with Xerox Printed Memory, devising algorithms, tests and readers for the new technology.
Fowler also is an internal leader, instructor and coach for innovation and effective use of statistics. He holds 11 U.S. patents.
Xerox Corp.’s Webster campus employed 3,100 people at the end of the second quarter 2018.
Xerox Corp. on Thursday confirmed plans to cut a number of jobs at its Webster facility, as well as facilities in Canada and throughout the U.S.
“Xerox continues restructuring activities as part of its initiative to optimize its operations globally,” Xerox officials said in an email. “Today a number of employees were informed that their positions would be eliminated.”
Xerox declined to discuss how many jobs would be affected or how many of those jobs were in Webster, but did say the action did not trigger the Worker Adjustment and Retraining Notification Act (WARN), which requires that companies with 100 or more employees give advance notice if it plans to lay off a third or more of its workers.
The company at the end of the second quarter employed 3,100 people at its Webster campus.
A Xerox representative on Thursday said the positions primarily are part of Xerox’s internal information technology operations and include IT software engineers, systems engineers, program managers and associated support, as well as finance managers.
“Every decision is a difficult one and we understand the impact on individuals,” Xerox officials said.
In its second quarter earnings report, released in July, Xerox officials announced plans for a $1 billion share repurchase program, and Xerox will opportunistically buy back up to $500 million in 2018.
Company CEO and Vice Chairman John Visentin said at the time that the document company’s success depends on operating with a “relentless focus on optimization.”
“Actions include improving the effectiveness and efficiency of our supply chain and go-to-market channels,” Visentin said. “Equally important is ensuring we provide a great experience for our customers and address their evolving business needs.”
Xerox Corp. on Thursday reported a drop in second quarter revenues and earnings, missing Street estimates.
The document company also announced plans for a $1 billion share repurchase program, and Xerox will opportunistically buy back up to $500 million in 2018. Xerox ended the quarter with a cash balance of $1.26 billion.
“This positive step forward is a strong endorsement of the company and represents an immediate action to deliver value to our investors,” said new company CEO and Vice Chairman John Visentin in a statement.
For the quarter ended June 30, Xerox reported revenue of $2.51 billion, down 2.2 percent from $2.57 billion a year ago. Income for the quarter dropped to $112 million, or 42 cents per diluted share, from $166 million in the second quarter last year. On an adjusted basis, Xerox earnings for the quarter were 80 cents per diluted share.
Analysts polled by Zacks Investment Research earnings of 92 cents per share on revenues of $2.5 billion.
John Visentin
“It’s clear after two months as CEO of this iconic brand that we can return Xerox to the forefront as a leading tech company,” Visentin said. “We currently have software, services and printing technologies, along with a pipeline of innovations, which can disrupt the marketplace and bring increased value to those we serve.”
Visentin stepped into the role of CEO upon the ousting of then-CEO Jeff Jacobson. Jacobson’s resignation came after months of sparring between Xerox major shareholders and several executives following Jacobson’s $6.1 billion deal with Fujifilm Holdings Corp. That deal collapsed amid accusations that Jacobson had gone rogue in making the deal.
Fujifilm has since sued Xerox for $1 billion for breach of contract, and in response Visentin in June promised not to renew the company’s Fuji Xerox contract when it expires in 2021 and to seek new vendors for its products. Visentin also said that Xerox plans to compete with Fuji in the Asia-Pacific market.
In the second quarter Xerox reported $40 million in severance costs related to headcount reductions of 550 employees worldwide, impacting the company’s balance sheet. Transaction costs for the quarter were $58 million, which included costs associated with legal fees and other costs from the terminated Fuji agreement.
“Our second-quarter results demonstrate the benefit of having a business model underpinned by annuity cash flow. However, it also highlights the challenge of improving revenue and flowing cost savings to the bottom line,” Visentin said in Friday’s news release. “Our success will depend on operating with a relentless focus on optimization.
“Actions include improving the effectiveness and efficiency of our supply chain and go-to-market channels,” Visentin added. “Equally important is ensuring we provide a great experience for our customers and address their evolving business needs.”
Shares of company stock (NYSE: XRX) spiked Thursday morning and have remained near $26.
A local digital marketing solutions firm will serve as the new title sponsor of the Rochester International Jazz Festival.
CGI Communications Inc. will succeed Xerox Corp. as the popular summer festival’s new sponsor, beginning with the 18th edition next year, officials announced Tuesday.
“CGI will succeed Xerox Corp., which has been the festival’s title sponsor since 2009,” said RIJF LLC co-owner and festival co-producer and executive director Marc Iacona. “We thank the Xerox team for 10 years of outstanding partnership and are grateful for all their support that engaged our fans and enhanced the festival’s mission in countless ways.”
The festival, which recently wrapped up its nine-day run with a record 208,000 attendance, now will be called the CGI Rochester International Jazz Festival Presented by M&T Bank.
“CGI is growing and has made a significant commitment to downtown Rochester, where our festival has been based since it was founded in 2002,” Iacona said. “We are pleased to welcome them as a new sponsor and look forward to their support as we continue to invest in what has become one of the nation’s leading jazz festivals.”
CGI was established here in 1987 and has more than 350 employees, with branches in Chicago, Indianapolis, Richmond, Virginia, Louisville, Kentucky and Knoxville, Tennessee. The company has produced more than 250,000 videos for municipalities, chambers of commerce, counties, associations and local businesses across the country.
“If it’s about downtown Rochester, it’s important to CGI,” CGI CEO and Chairman Bob Bartosiewicz said. “And nothing screams downtown Rochester more than the Rochester International Jazz Festival.”
Planning for the 18th edition of the festival is underway and organizers said it will be held June 22 through June 30 next year. Club passes will go on sale in October.
“CGI is thrilled to be the new title sponsor of this incredible event,” Bartosiewicz said. “Because for us, this is not about business, this is about our city and our community. It’s about fun, it’s about interaction and it’s about coming together for a common cause, which is the growth and vitality of our wonderful city.”
Founded in 2002, the Rochester International Jazz Festival is a multi-dimensional, nine-day event that presents more than 1,500 artists from around the world in more than 320 shows downtown. Economic impact to the region exceeds $180 million.
The festival is produced by RIJF, a privately held company owned by Iacona and John Nugent. Nugent is a noted tenor saxophone player who has traveled the world with artists including Tony Bennett, Ella Fitzgerald and Rosemary Clooney, among others. Iacona is a Rochester native and president of Simcona Electronics.
The Xerox/Fuji feud is looking more and more like a bad breakup.
Fujifilm Holdings Corp. Chairman Shigetaka Komori responded in kind this week to a “Dear John” letter from new Xerox Corp. CEO John Visentin, in which he detailed why the two companies could no longer be together.
“Our agreements to combine Xerox and Fuji Xerox were fairly negotiated at arms’ length by sophisticated parties and were unanimously approved by the boards of directors of both Xerox and Fujifilm,” Komori said in his letter to Visentin. “Although you desperately attempt to justify your unilateral termination of these agreements in your letter, we are confident that the court will see through your misleading misstatements and conclude what is obvious to objective observers: that your stated reasons for terminating our deal are merely a thinly veiled pretext to bargain for a higher price from Fujifilm at the behest of two minority shareholders.”
Fujifilm is suing the document company for more than $1 billion for breach of contract, stemming from the failed $6.1 billion merger that was announced in January. The Japanese photo and imaging giant in the June 18 complaint accused Xerox of engaging in “intentional and egregious conduct” in abandoning the merger.
John Visentin
As a result of the lawsuit, Visentin this week reached out to Komori, stating that Xerox would not “stand by and let them further harm our iconic brand.”
“No matter what you tell the Japanese media, it is abundantly clear that the bad actor here is Fujifilm, not Xerox,” Visentin said in his letter to Komori this week. “Fujifilm, as 75 percent owner and controlling partner of Fuji Xerox, has concealed from Xerox the true extent of a massive and ongoing accounting fraud at Fuji Xerox caused by Fujifilm’s own gross mismanagement.”
Fujifilm last year had acknowledged improper accounting standards at the Fuji Xerox subsidiary, which resulted in a $341 million adjustment to six years’ net profits and the resignation of Fuji Xerox Chairman Tadahito Yamamoto.
Komori in his letter said he would not “dignify every misstatement” in Visentin’s letter, but he did address the Fuji Xerox accounting debacle.
“As you very well know, Fuji Xerox has devoted extensive resources to ensure that past accounting issues have been properly resolved and there is no reason to assert that these issues continue to exist,” Komori said. “While you criticize Fujifilm as a shareholder of Fuji Xerox for its questionable accounting issue, you should note that Xerox is another shareholder of Fuji Xerox and it is (an) obvious mistake to accuse only one party of the joint venture for the accounting issue.”
Visentin earlier this week said Xerox will not renew its Fuji Xerox contract when it expires in 2021 and the company will move to accomplish three things:
• Xerox will start, in a material way, to source products from new vendors.
• Xerox will build partnerships with companies that are aligned with Xerox’s mission to provide world-class technology and solutions.
• Xerox believes the company will be much better served by not renewing its Technology Agreement with Fuji Xerox when it expires.
Shigetaka Komori
“As for your stated intent to not renew the Technology Agreement in 2021 and conduct business in the Asia Pacific market, we are prepared to respond by competing with Xerox here in Asia Pacific, and by marketing in territory where Xerox is currently doing business unchallenged by us, such as America and Europe,” Komori responded. “While Xerox presently has no marketing facilities here in Asia Pacific, we have global infrastructure that we can utilize for marketing worldwide. Accordingly, we believe it would be enormously costly and difficult for Xerox to gain business in Asia Pacific.”
Komori in his letter also pointed out Visentin’s bad manners in failing to attend Fuji Xerox’s June 20 annual shareholders’ meeting and board meeting, as well as publicizing his letter to Komori before Komori had received it.
“This is impolite and wrong, and I hope our communications will be in a more respectful manner going forward,” Komori wrote.
The Xerox/Fujifilm partnership dates to 1962 when the two companies agreed to a 50/50 joint venture in order to develop, produce and sell xerographic and document-related products and services in the Asia-Pacific region. Fujifilm raised its stake in the company to 75 percent in 2001. Fuji Xerox Co. Ltd. is headquartered in Tokyo.
New Xerox Corp. head John Visentin broke his silence Monday about the failed Fujifilm Holdings Corp. merger and subsequent $1 billion lawsuit brought against the document company.
“We cannot stand by and let them further harm our iconic brand,” Visentin said in a statement that referenced a letter he sent Monday to Fujifilm Chairman Shigetaka Komori. The letter was in response to a lawsuit Fuji filed last week. “The lawsuit is nothing more than a desperate and misguided negotiating ploy to save their takeover attempt, which to this day remains enjoined by order of the New York State Supreme Court, and could take our focus away from serving our customers.”
As part of an agreement with major shareholders Darwin Deason and Carl Icahn, Xerox in May announced that Visentin had been named chief executive, replacing ousted CEO Jeff Jacobson. Visentin also was elected vice chairman of the company’s board of directors, while Keith Cozza was elected chairman.
Five Xerox board members had resigned as part of the same agreement and Jacobson had stepped down amid testimony that he had sidestepped the board’s advisement to make an all-cash deal when he made the arrangement with Fuji. Witnesses testified he did so to keep his own job, while thousands of Fuji Xerox employees would lose theirs.
Earlier that week, Xerox said it had terminated its $6.1 billion acquisition agreement with Fuji Xerox as a result of Fuji failing to deliver the audited financials of Fuji Xerox by April 15 and the differences in the audited financials from the unaudited financials.
Fujifilm last year had acknowledged improper accounting standards at the subsidiary, which resulted in a $341 million adjustment to six years’ net profits and the resignation of Fuji Xerox Chairman Tadahito Yamamoto.
The Xerox/Fujifilm partnership dates to 1962 when the two companies agreed to a 50/50 joint venture in order to develop, produce and sell xerographic and document-related products and services in the Asia-Pacific region. Fujifilm raised its stake in the company to 75 percent in 2001. Fuji Xerox Co. Ltd. is headquartered in Tokyo.
“No matter what you tell the Japanese media, it is abundantly clear that the bad actor here is Fujifilm, not Xerox,” Visentin said in his letter to Komori this week. “Fujifilm, as 75 percent owner and controlling partner of Fuji Xerox, has concealed from Xerox the true extent of a massive and ongoing accounting fraud at Fuji Xerox caused by Fujifilm’s own gross mismanagement.”
As a result of the failed merger and the lawsuit Fuji filed against Xerox last week, Visentin said Xerox will not renew its Fuji Xerox contract when it expires in 2021 and the company will move to accomplish three things:
• Xerox will start, in a material way, to source products from new vendors.
• Xerox will build partnerships with companies that are aligned with Xerox’s mission to provide world-class technology and solutions.
• Xerox believes the company will be much better served by not renewing its Technology Agreement with Fuji Xerox when it expires.
“We will detail for our shareholders the enormous opportunity for Xerox to sell products directly into the growing Asia-Pacific market with sole and exclusive use of the valuable Xerox name, and a more efficient, better managed supply chain than exists with Fuji Xerox today,” Visentin said in Monday’s statement. The company’s annual shareholder meeting is set for July 31.
Xerox Corp. on Thursday announced the appointment of Steve Bandrowczak as president and chief operations officer. Bandrowczak also will serve as a member of the company’s executive committee.
Bandrowczak joins the document company from Alight Solutions, where he was the chief operating officer and chief information officer. In that role he was responsible for the company’s global supply chain, shared services and product development, among other things.
“Steve brings a track record of growing businesses and enhancing competitiveness through a combination of innovation, technology and operation rigor,” said new Xerox CEO and Vice Chairman John Visentin in a statement. “His breadth of experience across the product and service delivery chain will be essential to generating value for our shareholders and building more effective and efficient ways to serve our customers.”
Prior to his experience at Alight Solutions, Bandrowczak was president of telecommunication media and technology at Sutherland Global Services.
“Xerox is an iconic brand with a legacy of innovative technologies,” Bandrowczak said. “Joining the company at this time affords me the opportunity to help shape the next iteration of a global leader.”
Visentin took the helm in May when then-CEO Jeff Jacobson stepped down as part of a settlement with major shareholders. The company recently appointed five new members to its board and elected Keith Cozza as chairman, while Robert Keegan, Charles Prince, Ann Reese, William Hunter and Stephen Rusckowski each resigned from the board as part of the settlement.
Fujifilm Holdings Corp. is suing Xerox Corp. for breach of contract over the failed merger earlier this year. Fuji is seeking more than $1 billion in damages.
In a complaint filed with the U.S. District Court in Manhattan Monday, Fuji accused Xerox of engaging in “intentional and egregious conduct” in abandoning the $6.1 billion merger announced in January, Reuters reported.
Fujifilm also is seeking a declaration that Xerox owes it a $183 million fee for terminating the merger.
As part of an agreement with major shareholders Darwin Deason and Carl Icahn, Xerox in May announced that John Visentin had been named CEO and vice chairman of the company’s board of directors, while Keith Cozza was elected chairman.
Xerox had earlier said it ended its acquisition agreement with Fuji Xerox as a result of Fujifilm failing to deliver the audited financials of Fuji Xerox by April 15 and the differences in the audited financials from the unaudited financials.
In witness testimony in litigation brought against Xerox and its leadership by Deason, it was discovered that then-CEO Jeff Jacobson, after being told his job was on the line and to stop negotiations with Fuji, worked out a structured transaction, rather than an all-cash deal, in which Fuji would end up owning a 50.1 percent controlling interest in Xerox.
In an April 27 decision blocking the merger, Justice Barry Ostrager wrote: “This transaction was largely negotiated by a massively conflicted CEO in breach of his fiduciary duties to further his self-interest and approved by a board, more than half of whom were perpetuating themselves in office for five years without properly supervising Xerox’s conflicted CEO.”
As part of the agreement with Deason and Icahn, Jacobson resigned from his role as CEO and as a member of Xerox’s board. Xerox appointed five new members to its board, and Robert Keegan, Charles Prince, Ann Reese, William Hunter and Stephen Rusckowski each resigned from the board.
“Xerox has recently been subject to the whims of activist investors Carl Icahn and Darwin Deason, who, notwithstanding their minority ownership of Xerox shares, have yanked the Xerox Board in more directions than can be counted,” Fujifilm said in its lawsuit.
Xerox officials in a statement said: “We remain extremely confident that the former Board correctly exercised its clear contractual right to validly terminate the transaction agreements due to, among other things, the continuously expanding unresolved accounting issues at Fuji Xerox. Xerox will vigorously defend its decision and pursue any and all remedies available to Xerox arising from Fujifilm’s mismanagement and misconduct. The Xerox Board of Directors is committed to driving the best path forward to maximize value for shareholders.”
Shares of Xerox stock (NYSE: XRX) closed Monday at $27.24, down 17 cents from Friday’s closing.
As part of an agreement with major shareholders Darwin Deason and Carl Icahn, Xerox Corp. on Wednesday announced that John Visentin has been named chief executive.
Visentin also was elected vice chairman of the company’s board of directors, while Keith Cozza was elected chairman.
Earlier this week, Xerox said it had ended its acquisition agreement with Fuji Xerox as a result of Fujifilm failing to deliver the audited financials of Fuji Xerox by April 15 and the differences in the audited financials from the unaudited financials.
John Visentin
Xerox subsequently settled with Icahn and Deason, and in doing so resolved Deason’s litigation against the company and its directors. The settlement does not affect Deason’s or any other shareholders’ claims against Fujifilm.
Other key elements of the settlement include:
Under the terms of the agreement:
• Jeff Jacobson resigned from his role as CEO and as a member of Xerox’s board.
• Xerox appointed five new members to its board: Jonathan Christodoro, Cozza, Nicholas Graziano, Scott Letier and Visentin.
• Robert J. Keegan, Charles Prince, Ann N. Reese, William Curt Hunter, and Stephen H. Rusckowski each resigned from the board.
• Gregory Brown, Joseph Echevarria, Cheryl Krongard and Sara Martinez Tucker will continue to serve as members of the Xerox board.
In Wednesday’s statement, Xerox officials said that “in order to replace the value of certain compensation Visentin is forfeiting in order to join Xerox,” independent directors approved an award of 350,755 restricted shares of Xerox common stock, which will vest on May 1, 2019.
Xerox also has chosen July 31 as the date for its annual shareholders meeting.
Xerox shares (NYSE: XRX) tanked on Monday as news of the agreement spread. At midday Thursday shares were trading at $28.72.
Amid turmoil among Xerox Corp. leaders and shareholders, the company last week reported a first quarter drop in revenue and earnings, missing Street estimates.
The document company reported revenue for the quarter of $2.44 billion, down 0.8 percent from $2.45 billion in the year-ago quarter. Net income for the quarter was $23 million, down from $40 million a year ago.
Diluted earnings per share for the quarter ended March 31 were 8 cents, compared with 14 cents in the first quarter last year. Adjusted earnings were 68 cents for the quarter, a 1-cent increase over last year.
Analyst expectations ranged from 70 cents to 73 cents earnings for the quarter.
“In the first quarter of 2018, we grew adjusted operating profit year-over-year, excluding equity income, and continued to generate significant cash flow,” said Bill Osbourn, Xerox’s chief financial officer. “The entire team is keenly focused on continuing to lead in our markets, serving our customers well and generating strong shareholder returns.”
During the first quarter, Xerox’s equity income from its non-controlling 25 percent interest in Fuji Xerox was a loss of $68 million, down $108 million from the prior year. This includes a $28 million charge related to the correction of accounting adjustments and misstatements found last year during an audit.
Xerox did not provide full-year guidance due to the ongoing battle between shareholders, the board and company CEO Jeff Jacobson. The company last week let a deal with two of its largest shareholders expire, an unexpected U-turn that will, at least for now, keep Jacobson in the driver’s seat.
Activist shareholders Carl Icahn and Darwin Deason had reached an agreement last Tuesday to replace Jacobson and six board members, stemming from the $6.1 billion deal that would have Fujifilm Holdings taking 50.1 percent control over the document company. Icahn and Deason have said the merger with Fujifilm greatly undervalues Xerox stock and gives Fujifilm control without providing a premium to Xerox shareholders. As a result, they have fought for Jacobson’s ouster.
Tuesday’s agreement called for Jacobson’s resignation and a realignment of the board as resolution to Deason’s lawsuit against the merger. But the agreement required “execution of stipulations discontinuing the Deason litigation with respect to the Xerox defendants,” a statement from Xerox said.
Those stipulations were never executed and the agreement expired at 8 p.m. Thursday. Xerox said Jacobson and the original board remain in place and in control.
Earlier stories about the merger and subsequent lawsuits can be found here, here and here.
An amended lawsuit filed by Xerox Corp.’s third-largest shareholder alleges that company CEO Jeff Jacobson pursued a deal with Fujifilm Holdings Corp. that his board neither wanted nor approved, and that Jacobson orchestrated the deal in order to keep his job. Xerox officials have denied that claim.
The complaint, filed this week by Darwin Deason, centers on a $6.1 billion acquisition deal that would give Fujifilm 50.1 percent ownership of the combined company, to be known as Fuji Xerox. Xerox shareholders will receive a $2.5 billion special cash dividend, or roughly $9.80 per share, funded from the combined company’s balance sheet, and will own 49.9 percent of the company.
The lawsuit states that in March 2017, the Xerox board of directors—each of whom have been named defendants in the suit—authorized Jacobson to pursue a “100 percent all cash” transaction with Fuji. When Fuji found itself in the middle of an accounting scandal, the pursuit was shelved.
In its preliminary proxy statement, filed last week with the Securities and Exchange Commission, Xerox noted that in July Fuji said it would not entertain an all-cash acquisition and the parties agreed to identify and assess alternative transaction structures with their senior management teams.
The SEC filing also states that on July 19 and 20 last year, Xerox’s independent directors met in executive session, during which they discussed the company’s performance under Jacobson’s tenure as CEO.
“While to date Xerox’s performance had been in line with previously established financial performance, cost-cutting and product launch goals, it was unclear whether such goals would continue to be achieved,” Xerox officials wrote in the SEC filing. “As a result, the board formed a new committee … to conduct a market search of possible CEO candidates.”
According to Deason’s lawsuit, Jacobson abandoned the pursuit of the all-cash transaction and “threw a hail Mary,” resulting in the transaction as it stands that does not require Fuji to spend any cash to acquire control of Xerox.
“For over 14 months I pursued the truth at Xerox,” Deason said in a statement Monday. “At every turn, the Xerox board has chosen heavy handed tactics over compliance with accepted norms and laws, and that continues to this day as they withhold hundreds of highly material and relevant documents from the shareholders.”
Xerox Chairman Robert Keegan on Monday said Deason’s litigation “distorts many of the facts regarding the proposed combination with Fuji Xerox.”
“Xerox strongly believes that Mr. Deason’s lawsuit is meritless and it will vigorously defend itself in legal proceedings,” Keegan said in a statement. “Xerox’s Board of Directors followed a comprehensive process in reaching its decision to approve the proposed transaction, including a comprehensive review of the company’s strategic and financial alternatives, as well as potential transaction structures and negotiations with Fujifilm over a ten-month period. Xerox CEO Jeff Jacobson was fully authorized to engage in discussions with Fujifilm and Fuji Xerox on the proposed combination.”
Xerox Corp. has earned a design award for one of its WorkCentre printers.
The document company has won a 2018 iF Design Award from the International Forum Design GmbH for its WorkCentre 6515 Color Multifunction Printer. Past winners of the award include Apple Inc., BMW and Fitbit Inc.
The printer was developed by a global team of product designers from Xerox and Fuji Xerox in Japan. The WorkCentre 6515 won in the computer category among 6,400 entries from 54 countries.
“This award affirms our creative ability to blend innovative design with uncompromising ease-of-use, a necessity for customers who rely on their (multi-function printers) to drive efficiencies in their office environments,” said David Parsons, director, Experience Design Group for Xerox.
Xerox Corp. CEO Jeff Jacobson earned more than $9.5 million in total compensation last year, nearly double his 2016 earnings as executive vice president and president, Xerox Technology.
In a Tuesday preliminary proxy filing with the Securities and Exchange Commission, Xerox reported Jacobson’s 2017 base salary was $1 million, with stock awards totaling $6.5 million and non-equity incentive plan compensation of roughly $1.94 million. All other compensation was listed as $78,138, which includes personal use of aircraft, life insurance and 401(k) and Xerox Supplemental Savings Plan contributions.
Jacobson in 2016 earned a base salary of $812,500, received $3.5 million in stock awards and $965,000 in non-equity incentive plan compensation, for a total salary of $5.35 million. Then Chairman and CEO Ursula Burns earned a total compensation of $14.07 million in 2016.
The document company, since announcing in late January it would merge with longstanding partner Fujifilm Holdings Corp., has been embroiled in a public battle with two of its largest shareholders, Darwin Deason and Carl Icahn, over the proposed merger and company leadership.
In March, Deason filed suit against Xerox, its board and Jacobson to allow Deason and other shareholders to nominate a full slate of directors for consideration and election at Xerox’s 2018 annual meeting. Icahn Partners LP has notified Xerox of its intention to nominate four directors for election at the company’s annual meeting in opposition to the nominees recommended by the Xerox board.
Xerox has not yet set a date or location for its annual meeting, which last year was held in May.
In Tuesday’s SEC filing, Jacobson and Xerox Chairman Robert Keegan urged shareholders to vote against Icahn’s four nominees and in favor of the 10 director nominees, stating that support of the nominees was “integral to the success of our company and proposed transaction with Fujifilm.”
When Fuji and Xerox announced the $6.1 billion deal, it was noted that the merger would give Fujifilm 50.1 percent ownership of the combined company, to be known as Fuji Xerox. Xerox shareholders will receive a $2.5 billion special cash dividend, or roughly $9.80 per share, funded from the combined company’s balance sheet, and will own 49.9 percent of the company.
Fujifilm, following the merger announcement, said it would slash 10,000 jobs globally at the Fuji Xerox subsidiary, which last year employed more than 45,000 people. There was no indication how or if that might affect Xerox’s staff in Rochester.
Shares of company stock (NYSE: XRX) were down slightly to $28.20 per share in light trading Wednesday morning.
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Xerox Corp. has earned top honors for its environmental, social and governance standards as part of the FTSE4Good rankings.
