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Xerox, Carl Icahn Announce Agreement

Business Process Outsourcing company will have six Xerox, three Icahn appointees.

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By: DAVID SAVASTANO

Contributing Editor, Coatings World and Ink World, Coatings World and Ink World Magazine

Xerox and Carl C. Icahn announced that they have entered into an agreement related to the governance of the Business Process Outsourcing (BPO) company that will be created as a result of the planned separation of Xerox into two independent, publicly-traded companies, which was announced Jan. 29, 2016.

Under the agreement, when the separation is complete, the BPO company will have certain best-in-class corporate governance provisions and a Board of Directors composed of nine members: six directors selected by Xerox (two of whom may come from the current Xerox Board of Directors) and three directors selected by Icahn.

In addition, in connection with the planned separation, Xerox agreed that a committee of its Board of Directors will begin searching for an external candidate to be CEO of the BPO company and to allow a person selected by Icahn to observe and advise the committee in that search process.

“We are pleased to have reached an agreement with Mr. Icahn that ensures that we will have strong leadership and best-in-class governance for the new Business Process Outsourcing company that will be created by our separation plan,” said Ursula Burns, chairman and CEO of Xerox.

“We applaud Ursula Burns and Xerox’s Board of Directors for recognizing the importance of separating Xerox into two publicly-traded companies,” said Icahn. “We strongly believe that an independent BPO company with fresh, focused leadership and best-in-class corporate governance will greatly enhance shareholder value, and we are proud to be a part of that process.”

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