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): ~~April~~May 2521, 2019

LOGO

_____________________________________________________________________________________________________

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 jurisdictionof incorporation)		(Commission File Number)		(IRS EmployerIdentification 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))

~~Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the~~ Securities ~~Act~~registered ofpursuant ~~1933~~to Section 12(~~§ 230.405 of this chapter~~b) ~~or Rule 12b-2~~ of the ~~Securities Exchange~~ Act: ~~of 1934 (§240.12b-2 of this chapter).~~

Emerging growth company o

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

IfSecurities anregistered ~~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 12(ag) of the ~~Exchange~~ Act~~. o~~:

~~______________________________________________________________________________________________________~~ None

~~Item 2~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.~~02.~~405 ~~Results~~of this chapter) or Rule 12b-2 of ~~Operations~~the ~~and~~Securities ~~Financial~~Exchange ~~Condition~~Act of 1934 (§240.12b-2 of this chapter).

OnEmerging ~~April 25,~~growth ~~2019,~~company ☐ Registrant released its first quarter 2019 earnings and is furnishing to the Securities and Exchange Commission ("SEC") a copy of the earnings press release as Exhibit 99.1 to this Report under Item 2.02 of Form 8-K.

~~Exhibit~~If ~~99.1~~an toemerging ~~this~~growth ~~Report~~company, ~~contains~~indicate ~~certain~~by ~~financial~~check ~~measures~~mark ~~that~~if ~~are considered “non-GAAP financial measures” as defined in~~ the ~~SEC~~registrant ~~rules.~~has ~~Exhibit~~elected ~~99.1~~not to ~~this~~use ~~Report also contains~~ the ~~reconciliation~~extended oftransition ~~these~~period ~~non-GAAP~~for ~~financial~~complying ~~measures~~with toany ~~their~~new ~~most~~or revised ~~directly comparable~~ financial ~~measures calculated and presented in accordance with generally accepted~~ accounting ~~principles,~~standards asprovided ~~well~~pursuant ~~as the reasons why Registrant’s management believes that presentation of the non-GAAP financial measures provides useful information~~ to ~~investors~~Section 13(a) ~~regarding Registrant’s results~~ of ~~operations and, to~~ the ~~extent~~Exchange ~~material, a statement disclosing any other additional purposes for which Registrant’s management uses the non-GAAP financial measures~~Act. ☐

~~The information contained in~~ Item ~~2.02~~ ~~of this Report and in Exhibit 99~~5.103 Amendments to ~~this~~Articles ~~Report shall not be deemed “filed” with the Commission for purposes~~ of ~~Section 18~~Incorporation ~~of the Exchange Act of 1934, as amended,~~ or ~~otherwise~~By-Laws; ~~subject~~Change toin ~~the~~Fiscal ~~liability of that section~~Year.

~~Item 9~~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; (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.01 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”). ~~Financial~~A ~~Statements~~copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and ~~Exhibits~~is incorporated herein by reference. 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.

~~(d)~~Item ~~Exhibits~~5.07 Submission of Matters to a Vote of Security Holders.

Exhibit No.		Description
99.1		Registrant’s first quarter 2019 earnings press release dated April 25, 2019

(a)	On May 21, 2019, Registrant held its Annual Meeting of Shareholders.

~~Forward-Looking~~(b) ~~Statements~~Shareholders voted on the matters set forth below as follows:

~~This 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~~1. ~~The~~Approval 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 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 new or incremental trade protection measures such as 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~~The ~~occurrence and timing of any closing of the proposed~~ holding company reorganization; ~~the~~was 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 Discussion and Analysis of Financial Condition 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 SECapproved. Our forward-looking statements are also subject to the factors and other information set forth in the “Summary of the Holding Company Reorganization Proposal” section, the “Risk Factors” section and the “Proposal 1 - Approval of the Holding Company Reorganization” section of our definitive Joint Proxy Statement/Prospectus dated April 22, 2019 filed on Schedule 14A with the SEC. These forward-looking statements speak only as of the date of 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.

SIGNATURES


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

~~Pursuant~~2. toElection ~~the requirements~~ of ~~the~~directors. ~~Securities~~All ~~Exchange~~nominees ~~Act~~for ofdirector ~~1934,~~were ~~the Registrant has duly authorized this Report to be signed on its behalf by the undersigned duly authorized~~elected.

Date: April 25, 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

~~XEROX~~3. ~~CORPORATION~~Ratification ~~By:~~of ~~/s/~~selection ~~Joseph~~of H.PricewaterhouseCoopers ~~Mancini,~~LLP ~~Jr.~~as ~~Joseph~~Registrant’s H.independent ~~Mancini,~~registered Jrpublic accounting firm for 2019. ~~Vice~~The ~~President~~selection ~~and~~of ~~Chief~~PricewaterhouseCoopers ~~Accounting~~LLP ~~Officer~~was ratified.

EXHIBIT INDEX


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

Exhibit No.		Description
99.1		Registrant’s first quarter 2019 earnings press release dated April 25, 2019

4.	Approval, on an advisory basis, of the 2018 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2019 Proxy Statement. The 2018 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2019 Proxy Statement, was not approved.


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

5.	Proposal to amend the Restated Certificate of Incorporation to implement a majority voting standard for certain corporate actions. The proposal to amend the Restated Certificate of Incorporation to implement a majority voting standard for certain corporate actions was approved.


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

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.


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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