01.24.20
Xerox Holdings Corporation said it provided notice to HP Inc. that it intends to nominate 11 independent candidates to replace HP’s Board of Directors at HP’s 2020 Annual Meeting of Stockholders.
The slate to be nominated includes former senior executives from companies including Aetna, United Airlines, Hilton Hotels, Novartis, Verizon and more.
The candidates were chosen because of their expertise overseeing and executing significant company transformations and combinations, with demonstrated track records of creating value for shareholders, per Xerox.
“HP shareholders have told us they believe our acquisition proposal will bring tremendous value, which is why we lined up $24 billion in binding financing commitments and a slate of highly qualified director candidates,” said John Visentin, vice chairman and CEO of Xerox. “We believe HP shareholders will be better served by a new slate of independent directors who understand the challenges of operating a global enterprise and appreciate the value that can be created by realizing the synergies of a combination with Xerox.”
Xerox’s Director nominees are:
The slate to be nominated includes former senior executives from companies including Aetna, United Airlines, Hilton Hotels, Novartis, Verizon and more.
The candidates were chosen because of their expertise overseeing and executing significant company transformations and combinations, with demonstrated track records of creating value for shareholders, per Xerox.
“HP shareholders have told us they believe our acquisition proposal will bring tremendous value, which is why we lined up $24 billion in binding financing commitments and a slate of highly qualified director candidates,” said John Visentin, vice chairman and CEO of Xerox. “We believe HP shareholders will be better served by a new slate of independent directors who understand the challenges of operating a global enterprise and appreciate the value that can be created by realizing the synergies of a combination with Xerox.”
Xerox’s Director nominees are:
- Betsy Atkins, former chair and CEO of Clear Standards, a software company acquired by SAP in 2009. She also co-founded Ascend Communications, which was acquired by Lucent Technologies in 1999 for $23 billion. Currently, she is CEO of Baja Corporation, a venture capital firm she founded to make seed investments in technology, energy and life sciences companies. Atkins serves on the Boards of Wynn Resorts and SL Green Realty and previously served on the Boards of Schneider Electric, Cognizant Technology Solutions, HD Supply Holdings and Darden Restaurants, among others.
- George Bickerstaff, co-founder and managing director of M.M. Dillon & Co., a leading healthcare and technology boutique investment bank. Before co-founding M.M. Dillon, he had a successful career as a corporate executive in the technology and healthcare industries, most recently as the CFO of Novartis Pharma AG. He currently serves on the boards of Axovant Sciences and Innoviva, among others, and previously served on the board of ARIAD Pharmaceuticals, which was acquired by Takeda for $5.2 billion in 2017.
- Carolyn Byrd, chair and CEO of GlobalTech Financial, which she founded in 2000 after a career at The Coca-Cola Company. She currently serves on the Board of Regions Financial Corporation and has previously served on the Boards of, among others, Freddie Mac, Popeyes Louisiana Kitchen and the St. Paul Companies, which merged with Travelers in 2003 to create the second largest business insurer in the U.S.
- Jeannie Diefenderfer, who spent 28 years at Verizon, where, among other things, she led the integration of GTE into Bell Atlantic after GTE was acquired in an all-stock deal valued at $52.8 billion. She now advises Boards and CEOs as founder and CEO of consulting firm courageNpurpose. She currently serves on the Board of Windstream Holdings, is vice chair of the Board of Trustees of Tufts University and is a member of the Workforce Development & Support Advisory Panel at the U.S. National Security Agency, where she advises on workforce development and diversity and inclusion.
- Kim Fennebresque, former chairman, president and CEO of Cowen Group for nine years. Before Cowen, he led the corporate finance and mergers & acquisitions departments at UBS and the investment banking division at Lazard Freres & Co. He currently serves on the Boards of Ally Financial, BlueLinx Holdings and Albertsons Companies, and he previously served on the Boards of several civic organizations, including the TEAK Fellowship and the Rockefeller Brothers Fund Finance Committee.
- Carol Flaton, who has served as a managing director at AlixPartners, a global consulting firm specializing in restructuring, turnarounds, enterprise improvement and digital consulting. She previously held senior positions at Lazard Freres & Co. and Credit Suisse, among others. Her board experience includes EP Energy Corporation and Jupiter Resources.
- Matthew Hart, who most recently served as president and chief operating officer of Hilton Hotels until the buyout of Hilton by Blackstone in 2007. He currently serves on the Boards of American Airlines, American Homes 4 Rent and Air Lease Corporation. He previously served on the Boards of U.S. Airways, Kilroy Realty Corporation and America West Holdings, among others.
- Fred Hochberg, who was most recently the chairman and president of the Export-Import Bank of the United States during the Obama administration. Before entering public service, Hochberg served as, among other things, president and chief operating officer of Lillian Vernon Corporation, a company he transformed from a small private business into an international, publicly traded corporation.
- Jacob Katz, former chairman of Grant Thornton, an independent audit, tax and advisory firm. He currently serves on the Boards of Jefferies Financial Group and Herc Holdings. Katz has executive management and leadership skills gained in many leadership roles at Grant Thornton, including as chairman, New York and Northeast managing partner, and global leader of Financial Services.
- Nichelle Maynard-Elliott, who most recently served as executive director of mergers & acquisitions for Praxair, where, among other things, she helped lead Praxair through its $90 billion merger with the Linde Group in 2018. Maynard-Elliott currently serves on the Board of Element Solutions, a specialty chemicals company.
- Thomas Sabatino, Jr., who most recently served as executive VP and general counsel of Aetna, where he was also a member of its Executive Committee. He has held several other general counsel and executive leadership positions at global companies, including Hertz, Walgreens and United Airlines, where he helped lead the company through its merger with Continental Airlines. He is currently on the Board of Teligent, a pharmaceutical company.