Xerox Chairman, Director Stepping Down Signaling Possible M&A Talks

Chairman Keith Cozza, who joined Xerox from Icahn Enterprises, and another director plan to leave the Xerox board of directors soon, raising speculation about potential merger or acquisition moves given activist investor Carl Icahn’s 20-plus-percent stake in the company and his stake in potential M&A partner HP Inc.

Two directors of Xerox, including Chairman Keith Cozza, are stepping down from Xerox in a move that reignites speculation that Xerox may be in for more merger or acquisition talks.

Xerox, in a Thursday SEC filing, said that, as of March 18, Cozza and Cheryl Krongard have informed the company’s board of directors that they will not stand for re-election to the board, and that they will step down from the board at the company’s annual shareholder’s meeting scheduled for May 19.

The board of directors, in the SEC filing, said the departure is on friendly terms.

[Related: Xerox’s M&A Strategy Is ‘Really, Really Simple’: CEO John Visentin]

“Their respective decisions not to stand for election were not due to any disagreement with respect to the operations, policies or practices of the Company. The Company thanks them for their many significant contributions in helping to guide the transformation of the Company,” the board said.

After Cozza and Krongard step down, the number of directors will be reduced to eight from the current ten.

Xerox’s stock price was up nearly 2 percent after news of the planned departure was unveiled.

Xerox told CRN it was unable to provide any more information as of press time.

Cozza became chairman of the board in May of 2018 as a way to appease activist shareholder Carl Icahn, who currently holds 20.5 percent of Xerox’s shares. At the time, Icahn and Darwin Deason, two of Xerox’s three largest individual shareholders, objected to the proposal by Fujifilm Holdings to acquire Xerox. That merger had been blocked a couple weeks earlier by Supreme Court of the State of New York, County of New York.

Xerox in late 2019 then revealed a plan to acquire HP Inc. That bid was eventually withdrawn. Two weeks after Xerox’s HP bid, Icahn unveiled a 4.24 percent share in HP.

Seeking Alpha, citing a report in Dealreporter, wrote Thursday that Xerox has been seen as a possible breakup candidate after certain bonus arrangements were unveiled in early 2022. Seeking Alpha also noted that Bernstein analyst Toni Sacconaghi in July said Xerox may try again to acquire HP.