XEROX CORPORATION (NYSE:XRX) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
At the Annual Meeting of Shareholders held on May 21, 2019, Registrants shareholders approved an amendment of its restated certificate of incorporation to add a new Article TENTH, which provides that the affirmative vote of a majority of the votes of all outstanding shares entitled to vote thereon shall be required to take any of the following actions: (1) to adopt a plan of merger or consolidation in accordance with Section 903 of the New York Business Corporation Law or any successor provision thereto; (2) to approve the sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation in accordance with Section 909 of the New York Business Corporation Law or any successor provision thereto; (3) to adopt a plan for the exchange of shares in accordance with Section 913 of the New York Business Corporation Law or any successor provision thereto; and (4) to authorize the dissolution of the corporation in accordance with Section 1001 of the New York Business Corporation Law or any successor provision thereto. The amendment to Registrants restated certificate of incorporation became effective on May 22, 2019 upon acceptance by the Department of State of the State of New York of a certificate of amendment setting forth such amendment (Certificate of Amendment). A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing does not purport to be a complete description of the terms of the Certificate of Amendment, and is qualified in its entirety by reference to the Certificate of Amendment.
Item 5.07 Submission of Matters to a Vote of Security Holders.