XEROX CORPORATION (NYSE:XRX) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07 Submission of Matters to a Vote of Security Holders

(a)On May23, 2017, Registrant held its Annual Meeting of
Shareholders.

(b)Shareholders voted on the matters set forth below as follows:

1.Election of directors. All nominees for director were elected.

2.Ratification of selection of PricewaterhouseCoopers LLP as
Registrants independent registered public accounting firm for
2017. The selection of PricewaterhouseCoopers LLP was ratified.

3.Approval, on an advisory basis, of the 2016 compensation of
Registrants Named Executive Officers, as disclosed in Registrants
2017 Proxy Statement. The 2016 compensation of Registrants Named
Executive Officers, as disclosed in Registrants 2017 Proxy
Statement, was approved on an advisory basis.

4.Selection, on an advisory basis, of the frequency of future
non-binding shareholder votes on the compensation of Registrants
Named Executive Officers. A majority of the votes cast by
Shareholders, on an advisory basis, was for a frequency of one
year.

5.Approval of a reverse stock split and corresponding
proportionate reduction in our authorized stock. The reverse
stock split and corresponding proportionate reduction in our
authorized stock was approved.

6.Shareholder proposal relating to Holy Land Principles. The
shareholder proposal relating to Holy Land Principles was not
approved.

(c)Based on the results set forth in Item(b)(4) above,
Registrants Board of Directors has determined that advisory votes
on executive compensation will be submitted to shareholders on an
annual basis until the next required advisory vote on the
frequency of shareholder votes on executive compensation, which
will occur not later than Registrants Annual Meeting of
Shareholders in 2023.

(d)Not Applicable

Item8.01. Other Events

On May23, 2017, Xerox Corporation (Xerox or the Company)
announced that its proposed reverse stock split of Xerox common
stock at a ratio of one-for-four shares, together with a
proportionate reduction in the authorized shares of its common
stock from 1,750,000,000shares to 437,500,000shares, were
approved by Xerox shareholders at the annual meeting of
shareholders held earlier that day. The company will move forward
with implementing the reverse stock split and authorized share
reduction, which are anticipated to be effective on or about
June14, 2017.

When the reverse stock split is effective, every four shares of
Xerox common stock issued and outstanding or held as treasury
shares as of the effective date will be automatically combined
and reclassified into one share of Xerox common stock. The
reverse stock split will also correspondingly affect all
outstanding Xerox equity awards and outstanding convertible
securities.

When the reverse split is effective, Xerox common stock will
continue to trade, on a split-adjusted basis, on the New York
Stock Exchange under the symbol XRX, although a new CUSIP number
(984121608) will be assigned as a result of the reverse stock
split.

No fractional shares will be issued in connection with the
reverse stock split. Shareholders otherwise entitled to receive a
fractional share as a result of the reverse stock split will
receive a cash payment in lieu of such fractional shares.

On May23, 2017, Xerox issued a press release announcing approval
of the reverse stock split and authorized share reduction. A copy
of the press release is filed as Exhibit99.1 to this report and
is incorporated herein by reference.

Forward Looking Statements

This Report contains forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. The words
anticipate, believe, estimate, expect, intend, will, should and
similar expressions, as they relate to us, are intended to
identify forward-looking statements. These statements reflect
managements current beliefs, assumptions and expectations and are
subject to a number of factors that may cause actual results to
differ materially. Such factors include but are not limited to:
our ability to address our business challenges in order to
reverse revenue declines, reduce costs and increase productivity
so that we can invest in and grow our business; changes in
economic conditions, political conditions, trade protection
measures, licensing requirements and tax laws in the United
States and in the foreign countries in which we do business;
changes in foreign currency exchange rates; our ability to
successfully develop new products, technologies and service
offerings and to protect our intellectual property rights; the
risk that multi-year contracts with governmental entities could
be terminated prior to the end of the contract term and that
civil or criminal penalties and administrative sanctions could be
imposed on us if we fail to comply with the terms of such
contracts and applicable law; the risk that partners,
subcontractors and software vendors will not perform in a timely,
quality manner; actions of competitors and our ability to
promptly and effectively react to changing technologies and
customer expectations; our ability to obtain adequate pricing for
our products and services and to maintain and improve cost
efficiency of operations, including savings from restructuring
actions; the risk that individually identifiable information of
customers, clients and employees could be inadvertently disclosed
or disclosed as a result of a breach of our security systems;
reliance on third parties, including subcontractors, for
manufacturing of products and provision of services; our ability
to manage changes in the printing environment and markets and
expand equipment placements; interest rates, cost of borrowing
and access to credit markets; funding requirements associated
with our employee pension and retiree health benefit plans; the
risk that our operations and products may not comply with
applicable worldwide regulatory requirements, particularly
environmental regulations and directives and anti-corruption
laws; the outcome of litigation and regulatory proceedings to
which we may be a party; the risk that we do not realize all of
the expected strategic and financial benefits from the separation
and spin-off of our Business Process Outsourcing business; and
other factors that are set forth in the Risk Factors section, the
Legal Proceedings section, the Managements Discussion and
Analysis of Financial Condition and Results of Operations section
and other sections of our 2016 Annual Report on Form10-K, as well
as in our Quarterly Reports on Form10-Q and Current Reports on
Form8-K filed with the Securities and Exchange Commission (SEC).
Xerox assumes no obligation to update any forward-looking
statements as a result of new information or future events or
developments, except as required by law.

Fuji Xerox Co., Ltd. (Fuji Xerox) is a joint venture between
Xerox Corporation and Fujifilm Holdings Corporation (Fujifilm) in
which Xerox holds a 25% equity interest and Fujifilm holds the
remaining equity interest. On April20, 2017, Fujifilm publicly
announced it formed an independent investigation committee to
conduct a review of the appropriateness of the accounting
practices at Fuji Xeroxs New Zealand subsidiary related to the
recovery of receivables associated with certain sales leasing
transactions that occurred in, or prior to, Fuji Xeroxs fiscal
year ending March31, 2016. In first quarter 2017, we recognized a
charge of approximately $30million, which represents our share of
the current Fujifilm total adjustments

from this review, as publicly disclosed by Fujifilm. Fujifilm has
publicly stated that it expects the investigation will be
completed in May 2017, and that it intends to disclose the
results shortly thereafter. Given our status as a minority
investor, we have limited contractual and other rights to
information and rely on Fuji Xerox and Fujifilm to provide
information to us and are not involved in the investigation,
including its scope and timing of completion. Although we have no
reason not to rely on Fujifilms current adjustment and we are not
aware of any additional amounts related to this matter that would
have a material effect on our financial statements including the
related Xerox disclosures, this investigation is ongoing and our
future results may include additional adjustments that are
materially different from the amount of the charge that we have
already recognized in connection with this matter and the
period(s) to which the charge relates, and we can provide no
assurances relative to the outcome of any governmental
investigations or any consequences thereof. In addition, the
summarized financial data we have reported for Fuji Xerox may
change based on the results of the investigation.

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 up +0.07 at 7.02 with 2,905,921 shares trading hands.