UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 24, 2012

 

 

XEROX CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

New York		001-04471		16-0468020
(State or other Jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

45 Glover Avenue

P. O. Box 4505

Norwalk, Connecticut 06856-4505

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 968-3000

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

(a)	On May 24, 2012 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.

 

Name		For				Against				Abstain				Non Votes
Glenn A. Britt			1,001,436,329				51,694,093				1,816,799				137,178,849
Ursula M. Burns			1,012,590,630				39,670,898				2,685,692				137,178,849
Richard J. Harrington			1,036,511,281				16,401,781				2,034,158				137,178,849
William Curt Hunter			1,036,627,230				16,438,608				1,881,382				137,178,849
Robert J. Keegan			1,021,274,100				31,846,416				1,826,705				137,178,849
Robert A. McDonald			1,022,503,988				30,563,355				1,879,876				137,178,849
Charles Prince			804,648,575				247,482,622				2,816,024				137,178,849
Ann N. Reese			869,761,231				183,476,520				1,709,469				137,178,849
Sara Martinez Tucker			1,035,734,453				17,435,790				1,776,977				137,178,849
Mary Agnes Wilderotter			1,016,756,886				36,509,215				1,681,119				137,178,849

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2. Ratification of selection of PricewaterhouseCoopers LLP as Registrant’s independent registered public accounting firm for 2012. The selection of PricewaterhouseCoopers LLP was ratified.

 

For		Against		Abstain		Non Votes
1,180,703,289		9,826,923		1,595,857		0

3. Approval, on an advisory basis, of the 2011 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2012 Proxy Statement. The 2011 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2012 Proxy Statement, was approved on an advisory basis.

 

For		Against		Abstain		Non Votes
1,002,552,474		50,238,731		2,156,015		137,178,849

4. Approval of the 2012 Amendment and Restatement of the 2004 Performance Incentive Plan. The 2012 Amendment and Restatement of the 2004 Performance Incentive Plan was approved.

 

For		Against		Abstain		Non Votes
969,785,314		78,651,212		6,510,694		137,178,849

 

(c)	Not Applicable

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this Report to be signed on its behalf by the undersigned duly authorized.

 

Date: May 31, 2012