Darwin Deason seeks to nominate new Xerox board
In a regulatory filing, activist investor Darwin Deason said it is seeking to nominate a full slate of directors to Xerox's board at the company's annual meeting, despite missing a deadline for putting forth directors. The investor said, "While the deadline for seeking such nomination was December 11, 2017, a stockholder of a New York corporation has the right to nominate directors at an annual meeting after the nomination deadline has passed in the event of a 'material' change in circumstances caused by the directors of the subject corporation after the nomination deadline. More than six weeks following the nomination deadline, the Xerox Board of Directors made a series of very significant decisions and disclosures that were highly material to the stockholders' decisions concerning potential nomination of directors... Further, I requested and demanded the very information that was withheld by the Xerox Board of Directors prior to the nomination deadline. The Xerox Board of Directors only disclosed the information I requested six weeks after the nomination deadline of December 11, 2017. Therefore, I now have the right under the Xerox Certificate of Incorporation, the Xerox By-Laws and applicable law to a waiver of enforcement of the nomination deadline to permit shareholders to propose the nomination of directors for consideration and election by Xerox shareholders at the upcoming 2018 shareholder annual meeting. In light of these circumstances, all Xerox shareholders should have a chance to vote on all directors at the annual meeting. Xerox shareholders should be afforded a clear choice and a chance to affect their will concerning Xerox's future. Accordingly, through this letter, I hereby affirmatively request that the Xerox Board of Directors waive enforcement of the nomination deadline set forth in Section 6 of Article I of the Xerox By-Laws and permit shareholders to propose the nomination of a full slate of directors for consideration and election by Xerox shareholders at the upcoming 2018 shareholder annual meeting."