8-K

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): December 12, 2016

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.)

P. O. Box 4505

45 Glover Avenue

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))

Item 7.01. Regulation FD Disclosure

On June 14, 2016, as Exhibit 99.2 to Registrant’s Current Report on Form 8-K dated June 14, 2016, Registrant furnished a copy of the Letter Agreement dated June 10, 2016 (“Letter Agreement”) relating to the compensation of Ashok Vemuri, who will become the Chief Executive Officer of Conduent Incorporated upon the separation of Xerox Corporation into two publicly-traded companies. Mr. Vemuri is currently serving as an Executive Vice President of Xerox Corporation and the Chief Executive Officer of Xerox Business Services, LLC until the separation is complete.

On December 12, 2016, the Letter Agreement was amended to increase the cash sign-on award from $500,000 to $1,725,000. In addition, Sections 1 (c)(i) and (iii) of the Severance Letter Agreement Providing Certain Benefits Upon Termination of Employment Following a Change in Control dated July 1, 2016 between Registrant and Mr. Vemuri (“Change in Control Severance Agreement”) were amended to delete the references to “20%” and replace them with “50%”.

Attached as Exhibit 99.1 to this Report is a copy of the Amendment Letter dated December 12, 2016, amending the Letter Agreement and the Change in Control Severance Agreement.

The information contained in Item 7.01 of this Report and in Exhibit 99.1 to this Report shall not be deemed “filed” with the Commission for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Amendment Letter dated December 12, 2016 amending Letter Agreement dated June 10, 2016 regarding compensation arrangements for Ashok Vemuri and Change in Control Severance Agreement.

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: December 16, 2016

XEROX CORPORATION
By:	/s/ D. H. Marshall
	Douglas H. Marshall
	Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Amendment Letter dated December 12, 2016 amending Letter Agreement dated June 10, 2016 regarding compensation arrangements for Ashok Vemuri and Change in Control Severance Agreement.

EX-99.1

Exhibit 99.1

Ursula M. Burns

Chairman and Chief Executive Officer

Xerox Corporation

45 Glover Avenue

6^th Floor

Norwalk, CT 06856-4505

December 12, 2016

Ashok Vemuri

Reference is made to that certain letter dated June 10, 2016 from Ursula Burns, Chairman and Chief Executive Officer of Xerox Corporation to you (“Offer Letter”) (copy attached as Exhibit 1), as well as that certain Amended and Restated Severance Letter Agreement Providing Certain Benefits Upon Termination of Employment Following a Change In Control dated July 1, 2016 between you and Xerox Corporation (“CoC Agreement”) (copy attached as Exhibit 2).

Due to certain circumstances that have arisen, as discussed with you, it is desirable to mutually amend both the Offer Letter and the CoC Agreement. In this regard, the following amendments are made:

(1) In the Offer Letter, in the third full paragraph on page 2, the first sentence is deleted and replaced with the following: “In addition, you will receive a cash sign-on award of $1,725,000 with $500,000 payable within fifteen days of your start date and the balance paid on or before December 31, 2016”.

(2) In the CoC Agreement, in Sections 1(c)(i) and (iii), the percentage “20%” is deleted and replaced with the percentage “50%”.

To evidence your concurrence with the foregoing amendments, and confirm you deem the CoC Agreement with this amendment to be in customary form for purposes of the Offer Letter, please sign below both copies of this letter amendment keeping one for your files and transmitting one back to me.

Sincerely,

/s/ Ursula M. Burns

Ursula Burns

cc:  Darrell Ford

I agree to the amendments contained herein.

/s/ Ashok Vemuri	12/12/2016
Ashok Vemuri	Date