If you want a peek into Carls plan for Xerox.
Carl now owns 21.9% of outstanding Xerox shares as part of a nearly $900 million investment, according to the schedule 13d addendum filed with the SEC on April 22, 2022. Why is this important?
Xerox Holdings by-laws posted as of February 22, 2022 in Section 2 paragraph (b) – “a special meeting shall be called by the Secretary upon written request of one or more [shareholders] representing not less than 20% of the Company’s issued and outstanding voting stock”
“A copy of the notice of any meeting shall be given, personally, electronically or by mail, not less than ten nor more than sixty days before the date of the meeting”
In 2019, the board approved a new by-law stating only a simple majority vote by shareholders in needed to approve the following actions: Merger or Consolidation; Authorization of a sale, lease, exchange of company; dissolution of the company.
Previous Xerox charter required 2/3's vote of outstanding shareholders for any of these actions to be approved.
Two members of the board (Cozza and Krongard) are leaving and will not be replaced.
The board will consist of eight members with six being direct Icahn placements.
If there was any doubt before there shouldn’t be any now. Xerox is being run by Carl I, who is actively seeking a buyer. With a 22% stake, he has the right to call a special shareholder meeting within 10 days of his choosing. He controls 75% of the board and along with Darwin Deason, Icahn has a 30% controlling share of Xerox outstanding shares and would only need 20% of shareholders to approve a sale.
Everything is in place to complete the sale. The only thing stopping it is the lack of a buyer.
Current Board:
- John V – CEO of Xerox and Icahn appointee
- Jesse A. Lynn – General Counsel of Icahn Enterprises
- Steven Miller – Icahn Capital Portfolio manager
- James Nelson – Former Icahn Enterprises Director for 17 years and M&A Specialist
- Margarita Paláu-Hernández – Board member of Conduent and Herbalife (Icahn Investments) and M&A specialist
- Scott Letier - Director of Deason Capital
- Nichelle Maynard-Elliott – M&A Specialist
- Joseph Echevarria - Former CEO of Deloitte
P.S. John V stands to make over $23 million if Xerox is sold.