Xerox releases letter to shareholders on management controversy

May 9, 2018

Xerox has released a letter from its Board of Directors to shareholders, in the ongoing dispute over control of the company’s management and direction.

The letter goes over a number of points of controversy that have arisen in recent weeks between current management and two of the company’s largest shareholders, Carl Icahn and Darwin Deason. The activist investors have been pushing for major changes at Xerox and have also strongly against the proposed merger that would see Fuji take over control of Xerox, a deal they feel undervalues Xerox.

That merger was temporarily blocked recently by a New York State Supreme Court Judge. In Wednesday’s letter, Xerox says it intends to resume discussions with Fuji about a merger deal that has better terms than the proposal announced back in January.

The company also says it will continue to appeal the court’s decision in the litigation brought by Darwin Deason.

The letter to shareholders also talks about why Xerox decided not to go through a settlement with Icahn and Deason that would have seen the resignation of CEO Jeff Jacobson and six members of the board. Among other things, the company says it took into account comments from shareholders and, in conversations with long-term investors, Xerox says it became obvious a number of them were strongly averse to the settlement terms.

Xerox says it will ensure that the voices of stockholders are heard and will reopen the window for nominating candidates for the board of directors at the 2018 annual meeting. Details of when that meeting will be held have not  yet been released.