At 5:30pm EST on a Friday evening, Xerox submitted a 158pg Schedule 14a Preliminary Proxy statement to the SEC. Friday afternoon releases are always interesting, and this document provides some further guidance on where we are headed as a company.
Proxy Link: https://investors.xerox.com/sec-filings/sec-filing/prem14a/0001193125-19-076937
A couple of highlights from the Proxy:
The newly announced holding company will only require a simple majority vote 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
If you are looking to sell the company, and perhaps you are concerned that you may not get 66.7% approval from your fellow shareholders, CHANGE THE RULES.
Carl Icahn and Darwin Deason own 16.7% of the company, so after the holding company is put in place they now only need 33.3% of their fellow shareholders to vote in favor of a sale.
Annual Meeting to approve the new holding company will happen on May 21, 2019.
The Board of Directors gave themselves a 10% raise for 2019 - for all their good work
John V made $23,459,000 in 2018, and he only started the job in May!
In 2018, John V made 544 times that of the average Xerox Employee (CEO Pay Ratio)
Average Xerox employee made $43,108/year in 2018 (worldwide)
The average CEO Pay Ratio in 2018 was 361 times the average employee (according to Forbes)
John V stands to only make $13,000,000 in 2019 (he had a signing bonus in 2018) - CEO Pay Ratio equal to 282x (below the national average)
If the company is sold, John V will be paid 2.99 times his salary in a single lump sum plus non-vested securities (or an anticipated $22,791,909)
If the company is sold, Steve B. will be paid $5,007,201 in a single lump sum (plus stock options)
If the company is sold, Mike Feldman will be paid $6,684,292 in a single lump sum (plus stock options)
And then there is the board of Directors themselves:
-Keith Cozza - CEO of Icahn Enterprises
-John V - CEO of Xerox
-Gregory Brown - CEO of Motorolla (leaving the board in May)
-Jonathan Christodoro - Previous Managing Director of Icahn Enterprises
-Joseph Echevarria - Former CEO of Deloitte
-Nicholas Graziano - Portfolio Manager of Icahn Capital
-Cheryl Godon Krongard - Former Senior Partner at Apollo Management
-Scott Letier - Director of Deason Capital
-Sara Martinez Tucker - Former CEO of National Math and Science Initiative (leaving the board in May)
-Ms. Tucker is the final Board Member to have been with Xerox prior to Icahn and will depart in May, leaving no former board members seated.
Two of the four Non-Icahn/Deason appointed board members are leaving the board prior to the new holding company being put in place, leaving Icahn/Deason with a 5-2 control of the board with two new Directors to be nominated in May.
IMO, all of these changes show a clear and decisive effort to sell Xerox in the easiest/quickest manner possible. With the holding company installed by the end of June, the final pieces will be put in place.
Icahn is playing chess.
Note: Everything shared is public information for all to see. You just have to be willing to look. I have no internal knowledge.