UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________________________________

FORM 8-K

_____________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~May 21~~July 30, 2019

_____________________________________________________________________________________________________

XEROX CORPORATION

(Exact name of registrant as specified in its charter)

New York		001-04471		16-0468020
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

______________________________________________________________________________________________________




New York	001-04471	16-0468020
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 240.14a-12)



☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



☐	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:



Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1 par value	XRX	New York Stock Exchange
		Chicago Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $1 par value		XRX		New York Stock Exchange NYSE Chicago

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).

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~~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 By-Laws; Change in Fiscal Year.~~______________________________________________________________________________________________________

At the Annual Meeting of Shareholders held on May 21, 2019, Registrant’s shareholders approved an amendment of its restated certificate of incorporation to add a new Article TENTH, which provides that the affirmative vote of a majority of the votes of all outstanding shares entitled to vote thereon shall be required to take any of the following actions: (1) to adopt a plan of merger or consolidation in accordance with Section 903 of the New York Business Corporation Law or any successor provision thereto; (Item 2) to approve the sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation in accordance with Section 909 of the New York Business Corporation Law or any successor provision thereto; (3) to adopt a plan for the exchange of shares in accordance with Section 913 of the New York Business Corporation Law or any successor provision thereto; and (4) to authorize the dissolution of the corporation in accordance with Section 1001 of the New York Business Corporation Law or any successor provision thereto. The amendment to Registrant’s restated certificate of incorporation became effective on May 22, 2019 upon acceptance by the Department of State of the State of New York of a certificate of amendment setting forth such amendment (“Certificate of Amendment”)02. AResults ~~copy~~ of ~~the~~Operations ~~Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K~~ and isFinancial ~~incorporated herein by reference~~Condition. ~~The foregoing does not purport to be a complete description of the terms of the Certificate of Amendment, and is qualified in its entirety by reference to the Certificate of Amendment.~~

~~Item~~On ~~5.07~~July 30, ~~Submission~~2019, ofRegistrant ~~Matters~~released its second quarter 2019 earnings and is furnishing to the Securities and Exchange Commission ("SEC") a ~~Vote~~copy of ~~Security~~the ~~Holders~~earnings press release as Exhibit 99.1 to this Report under Item 2.02 of Form 8-K.

~~(a)~~Exhibit On99.1 ~~May~~to ~~21,~~this ~~2019~~Report contains certain financial measures that are considered “non-GAAP financial measures” as defined in the SEC rules. Exhibit 99.1 to this Report also contains the reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles, as well as the reasons why Registrant’s ~~held~~management ~~its~~believes ~~Annual~~that ~~Meeting~~presentation of ~~Shareholders~~the non-GAAP financial measures provides useful information to investors regarding Registrant’s results of operations and, to the extent material, a statement disclosing any other additional purposes for which Registrant’s management uses the non-GAAP financial measures.

~~(b)~~The ~~Shareholders~~information ~~voted~~contained onin Item 2.02 of this Report and in Exhibit 99.1 to this Report shall not be deemed “filed” with the ~~matters~~Commission ~~set~~for ~~forth~~purposes ~~below~~of Section 18 of the Exchange Act of 1934, as ~~follows:~~amended, or otherwise subject to the liability of that section.

1Item 9. ~~Approval of the holding company reorganization~~01. ~~The~~Financial ~~holding~~Statements ~~company~~and ~~reorganization was approved~~Exhibits.

For		Against		Abstain		Non Votes
174,765,486		412,734		175,924		17,605,200

(d) Exhibits.

2. Election of directors. All nominees for director were elected.




Exhibit No.		Description
99.1		Registrant’s second quarter 2019 earnings press release dated July 30, 2019

Name	For	Against	Abstain	Non Votes
Jonathan Christodoro	142,437,117	32,746,136	170,845	17,605,200
Keith Cozza	151,097,797	23,295,059	961,066	17,605,200
Joseph J. Echevarria	168,201,269	6,959,205	193,703	17,605,200
Nicholas Graziano	165,938,273	9,227,023	188,881	17,605,200
Cheryl G. Krongard	152,991,543	22,183,055	179,499	17,605,200
Scott Letier	165,391,372	9,660,380	302,424	17,605,200
Giovanni (“John”) Visentin	174,362,965	804,254	186,958	17,605,200

Forward-Looking Statements

3This filing, and other written or oral statements made from time to time by management contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. ~~Ratification~~The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “will”, “should”, "targeting", "projecting", "driving" and similar expressions, as they relate to us, our performance and/or our technology, are intended to identify forward-looking statements. These statements reflect management’s current beliefs, assumptions and expectations and are subject to a number of ~~selection~~factors that may cause actual results to differ materially. Such factors include but are not limited to: our ability to address our business challenges in order to reverse revenue declines, reduce costs and increase productivity so that we can invest in and grow our business; our ability to attract and retain key personnel; changes in economic and political conditions, trade protection measures, licensing requirements and tax laws in the United States and in the foreign countries in which we do business; the imposition of ~~PricewaterhouseCoopers~~new ~~LLP~~or incremental trade protection measures such as ~~Registrant~~tariffs and import or export restrictions; changes in foreign currency exchange rates; our ability to successfully develop new products, technologies and service offerings and to protect our intellectual property rights; the risk that multi-year contracts with governmental entities could be terminated prior to the end of the contract term and that civil or criminal penalties and administrative sanctions could be imposed on us if we fail to comply with the terms of such contracts and applicable law; the risk that partners, subcontractors and software vendors will not perform in a timely, quality manner; actions of competitors and our ability to promptly and effectively react to changing technologies and customer expectations; our ability to obtain adequate pricing for our products and services and to maintain and improve cost efficiency of operations, including savings from restructuring actions; the risk that confidential and/or individually identifiable information of ours, our customers, clients and employees could be inadvertently disclosed or disclosed as a result of a breach of our security systems due to cyber attacks or other intentional acts; reliance on third parties, including subcontractors, for manufacturing of products and provision of services; the exit of the United Kingdom from the European Union; our ability to manage changes in the printing environment and expand equipment placements; interest rates, cost of borrowing and access to credit markets; funding requirements associated with our employee pension and retiree health benefit plans; the risk that our operations and products may not comply with applicable worldwide regulatory requirements, particularly environmental regulations and directives and anti-corruption laws; the outcome of litigation and regulatory proceedings to which we may be a party; any potential termination or restructuring of our relationship with Fujifilm Holdings Corporation; the proposed holding company reorganization; the occurrence and timing of any closing of the proposed holding company reorganization; the shared services arrangements entered into by the Company as part of Project Own It; any potential strategic transaction involving our customer financing business and/or related assets; and other factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management’s ~~independent~~Discussion ~~registered~~and ~~public~~Analysis ~~accounting~~of ~~firm~~Financial ~~for~~Condition ~~2019~~and Results of Operations” section and other sections of our 2018 Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K filed with the SEC. ~~The~~These ~~selection~~forward-looking statements speak only as of ~~PricewaterhouseCoopers~~the ~~LLP~~date ~~was~~of ~~ratified~~this release or as of the date to which they refer, and Xerox assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.

For		Against		Abstain		Non Votes
190,175,081		2,535,211		248,853		0

SIGNATURES

4.Pursuant ~~Approval,~~to onthe anrequirements ~~advisory basis,~~ of the ~~2018~~Securities ~~compensation~~Exchange Act of ~~Registrant’s Named Executive Officers~~1934, asthe ~~disclosed in~~ Registrant’s ~~2019~~has ~~Proxy~~duly ~~Statement.~~authorized ~~The~~this ~~2018~~Report ~~compensation~~to ofbe ~~Registrant’s~~signed ~~Named~~on ~~Executive~~its ~~Officers,~~behalf asby ~~disclosed~~the inundersigned ~~Registrant’s~~duly ~~2019 Proxy Statement, was not approved~~authorized.

For		Against		Abstain		Non Votes
70,401,740		104,618,888		333,549		17,605,200

Date: July 30, 2019

5.XEROX ~~Proposal~~CORPORATION toBy: ~~amend~~/s/ ~~the~~Joseph ~~Restated~~H. ~~Certificate~~Mancini, ofJr. ~~Incorporation~~Joseph toH. ~~implement~~Mancini, ~~a majority voting standard for certain corporate actions~~Jr. ~~The~~Vice ~~proposal~~President toand ~~amend~~Chief ~~the~~Accounting ~~Restated Certificate of Incorporation to implement a majority voting standard for certain corporate actions was approved.~~Officer

For		Against		Abstain		Non Votes
174,549,333		528,118		276,725		17,605,200

EXHIBIT INDEX

6. Authorization of adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals. The proposal to authorize adjournment of the Annual Meeting, if necessary, to solicit additional proxies was approved.



Exhibit No.		Description
99.1		Registrant’s second quarter 2019 earnings press release dated July 30, 2019

For		Against		Abstain		Non Votes
103,285,241		88,981,086		692,873		0

7. Shareholder proposal regarding a simple majority vote requirement. The proposal regarding a simple majority vote requirement was approved.

For		Against		Abstain		Non Votes
125,321,714		46,541,454		3,060,205		18,015,494

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment of Certificate of Incorporation filed with the Department of State of the State of New York on May 22, 2019.

EXHIBIT INDEX

Exhibit No.		Description
3.1		Certificate of Amendment of Certificate of Incorporation filed with the Department of State of the State of New York on May 22, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this Report to be signed on its behalf by the undersigned duly authorized.

XEROX CORPORATION

/s/ Douglas H. Marshall

Douglas H. Marshall

Date: May 23, 2019

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