Former Icahn Capital Managing Director Resigns From Xerox Board As Activist Investor Seeks Election For Four Director Nominees


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The standstill agreement between Xerox and activist investor Carl Icahn has ended with the resignation of Icahn supporter Jonathan Christodoro from the company's board of directors.

The Icahn Group will look to place four nominees on the Norwalk, Conn.-based printing giant's board at its annual shareholders meeting in 2018, including Christodoro, who said he would seek re-election in a resignation letter published Friday. The other three candidates are Keith Cozza, Jay Firestone and Randolph Read.

"As you know, the Board has been addressing issues I consider vital to Xerox’s current and future well-being," Christodoro wrote in the letter, obtained through a company filing with the U.S. Securities and Exchange Commission. "Until the last few weeks, it appeared that the Board’s decisions would be consistent with my views on the best interests of Xerox and our shareholders. It now appears, however, that the Board will make decisions and take Xerox in a direction with which I strongly disagree."

[Related: Xerox To Split In 2, Give Icahn 3 Board Seats]

Currently, the Icahn Group only holds one seat on the Xerox board of directors. The investor group also received three Conduent board seats when the services powerhouse was spun off by Xerox in January 2016, just two months after Icahn purchased a more than 7 percent stake in the combined company.

Christodoro, former managing director of Icahn Capital, has previously served as a board director for PayPal, Lyft and eBay, among several other companies. Cozza has been president and CEO of Icahn Enterprises as well as COO of Icahn Capital. Firestone has filled the roles of chairman and CEO of media production firm Prodigy Pictures since 2006. And Read has been president and CEO of Nevada Strategic Credit Investments since 2009.

Xerox issued a statement following Christodoro's resignation emphasizing its commitment to shareholders and "strategic transformation" initiatives.

"In 2017 alone, we expect to meet or exceed our target of $600 million of gross cost savings, a critical step as we continue our journey to improving our revenue trajectory. … Shareholders have recognized our strong progress: Xerox’s share price has increased almost 30 percent year-to-date, well in excess of the S&P500," the company said.

Xerox has been busy in recent months, conducting the largest product launch in company history earlier this year with the unveiling of 29 new printers and multifunction devices.

The launch was aimed at driving more recurring revenue for channel partners by enabling services such as custom app development through the ConnectKey device interface. North American partners, for instance, gained access to apps that convert paper-based processes into automated digital workflows in the education, healthcare and finance verticals.

The Xerox board's corporate governance committee will make formal recommendations regarding Icahn's nominees in the company proxy statement mailed to voting investors at the 2018 meeting, which has not yet been scheduled.

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