10-Q/A 1 xrxform10qq3proposalsamend2.txt FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 2 TO FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to___________ Commission File Number 1-4471 XEROX CORPORATION (Exact name of registrant as specified in its charter) New York 16-0468020 _ (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) P.O. Box 1600 Stamford, Connecticut 06904-1600 (Address of principal executive offices) (Zip Code) (203) 968-3000 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at October 31, 2001 Common Stock, par value $1 per share 719,988,021 shares This document consists of 4 pages. Xerox Corporation Form 10-Q/A Amendment No. 2 to Form 10-Q September 30, 2001 Explanation of amendment: Registrant is filing this Amendment No. 2 to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2001 initially filed with the Securities and Exchange Commission on November 13, 2001 solely to (i) correct the results of votes cast upon the election of directors for the ensuing year and (ii) include the results of votes cast upon the shareholder proposal relating to discretionary voting under the heading "Submission of Matters to a Vote of Security Holders" in Item 4 of Part II. Except as so amended and except as amended by Amendment No. 1 to Registrant's 2001 Form 10-Q for the quarterly period ended September 30, 2001 filed with the Securities and Exchange Commission on November 15, 2001, no attempt has been made in this Amendment No. 2 to update Registrant's disclosures for events subsequent to November 15, 2001. Table of Contents Page Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders 3 Signatures 4 For additional information about The Document Company Xerox, please visit our World-Wide Web site at www.xerox.com/investor. Any information on or linked from the website is not incorporated by reference into the form 10-Q/A. Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Shareholders of Xerox Corporation was duly called and held on August 28, 2001 at Sheraton Stamford, 2701 Summer Street, Stamford, Connecticut. Proxies for the meeting were solicited on behalf of the Board of Directors of the Registrant pursuant to Regulation 14A of the General Rules and Regulations of the Commission. There was no solicitation in opposition to the Board of Directors' nominees for election as directors as listed in the Proxy Statement, and all nominees were elected. At the meeting, votes were cast upon the election of directors as described in the Proxy Statement for the meeting (filed with the Commission pursuant to Regulation 14A and incorporated herein by reference) as follows: Proposal 1 - Election of directors for the ensuing year. Name For Withheld Vote Paul A. Allaire 597,265,893 35,970,997 Antonia Ax:son Johnson 603,352,563 29,884,327 Vernon E. Jordan, Jr. 591,813,952 41,422,937 Yotaro Kobayashi 604,829,289 28,407,601 Hilmar Kopper 604,134,385 29,102,505 Ralph S. Larsen 604,221,664 29,015,225 George J. Mitchell 583,821,921 49,414,969 Anne M. Mulcahy 605,753,850 27,483,040 N. J. Nicholas, Jr. 603,752,289 29,484,601 John E. Pepper 604,517,728 28,719,162 Barry D. Romeril 596,083,897 37,152,993 Martha R. Seger 603,551,764 29,685,126 Thomas C. Theobald 602,811,655 30,425,235 Proposal 2 - Shareholder proposal relating to discretionary voting. For - 78,276,286 Against - 346,284,543 Abstain - 14,366,463 Broker Non-vote 194,309,597 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. XEROX CORPORATION (Registrant) /s/ Gary R. Kabureck _____________________________ Date: December 13, 2001 By Gary R. Kabureck Assistant Controller and Chief Accounting Officer (Principal Accounting Officer)