XEROX CORPORATION (NYSE:XRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02.

One of the named executive officers of Xerox Corporation
(Xerox), Robert K. Zapfel, Executive Vice President, will
cease active employment with Xerox effective December31, 2016 in
connection with organizational changes relating to the separation
of Xerox into two separate, publicly traded companies.

On December23, 2016, Xerox filed a Certificate of Amendment of
its Certificate of Incorporation with the New York Department of
State establishing the terms of a new series of Xerox preferred
stock designated as Series B Convertible Perpetual Preferred
Stock (Xerox Series B Preferred Stock). A copy of Xeroxs
Restated Certificate of Incorporation (the Restated
Certificate), as amended through December23, 2016, including
by the Certificate of Amendment, is filed as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.

Cash dividends will be payable quarterly on the Xerox Series B
Preferred Stock when, as and if declared by the board of
directors, out of any funds legally available for the payment of
dividends, on a cumulative basis, at a rate per year equal to
8.0% of the liquidation preference. If Xerox does not pay
dividends in full on any dividend payment date, cash dividends
will be payable, on a cumulative basis, at a rate per year equal
to 8.0% of the sum of the liquidation preference and the amount
of accrued and unpaid dividends as of the most recent dividend
payment date. In addition, if Xerox does not pay dividends in
full on any dividend payment date, the ability of Xerox to
declare or pay dividends on, or redeem, purchase or otherwise
acquire its common stock or any preferred stock ranking on a
parity with or junior to the Xerox Series B Preferred Stock, will
be subject to certain restrictions.

Each share of Xerox Series B Preferred Stock may be converted at
any time, at the option of the holder, into 149.8127 shares of
Xerox common stock (which reflects an initial conversion price of
approximately $6.6750 per share of common stock), subject to
customary anti-dilution adjustments. Under certain circumstances,
the holder will also have the right to convert each share of
Xerox Series B Preferred Stock into shares of Xerox common stock
at an increased conversion rate. In addition, Xerox will have the
right, at its option, to cause any or all of the Xerox Series B
Preferred Stock to be converted into shares of Xerox common stock
at the then applicable conversion rate if the closing price of
Xerox common stock exceeds a certain threshold for 20 trading
days over a 30-day trading period, as specified in the Restated
Certificate.

Upon the occurrence of certain fundamental change events, the
holder of Xerox Series B Preferred Stock has the right to require
Xerox to redeem any or all of the Xerox Series B Preferred Stock
in cash at a redemption price per share equal to the liquidation
preference and any accrued and unpaid dividends to, but not
including the redemption date. At any time on or following the
fifth anniversary of a transfer by the holder of the Xerox Series
B Preferred Stock to a person other than a permitted transferee,
Xerox has the option to redeem any or all of such transferred
shares of Xerox Series B Preferred Stock in cash at a redemption
price per share equal to the fair market value of such shares and
any accrued and unpaid dividends to, but not including the
redemption date.

The foregoing does not purport to be a complete description of
the terms of the Xerox Series B Preferred Stock, and is qualified
in its entirety by reference to the Restated Certificate.

Item9.01. Financial Statements and Exhibits.

About XEROX CORPORATION (NYSE:XRX)

Xerox Corporation is engaged in imaging, business process, analytics, automation and user-centric insights. The Company’s segments include Services, Document Technology and Other. The Company’s Services segment comprises two types of service offerings: Business Process Outsourcing (BPO) and Document Outsourcing (DO). Its DO offers services, such as managed print services (MPS), which include workflow automation and centralized print services (CPS). Its BPO business includes services that support enterprises through multi-industry offerings, such as customer care, transaction processing, finance and accounting, and human resources, as well as industry-focused offerings in areas, such as healthcare, transportation, financial services, retail and telecommunications. Its Document Technology segment includes the sale of products and supplies, as well as the associated technical service and financing of those products. Its Other segment includes paper sales in its market countries.

XEROX CORPORATION (NYSE:XRX) Recent Trading Information

XEROX CORPORATION (NYSE:XRX) closed its last trading session down -0.06 at 8.95 with 5,952,585 shares trading hands.