Xerox initially defended the deal. But last week a New York state court temporarily blocked it, saying Mr. Jacobson had sought to seal a pact with Fujifilm even though Xerox had told him to stop and said it was seeking to replace him.
Xerox said on Tuesday that it reached an agreement with Mr. Icahn and Mr. Deason to resolve a proxy challenge they had mounted to unseat Xerox’s leadership, as well as litigation against the company and its directors.
The company had approached Fujifilm about amending the deal, it said, but the Japanese company has not yet responded with any potential change in terms. Fujifilm officials could not immediately be reached for comment.
Xerox’s board “determined that an immediate resolution of the pending litigation and proxy contest is in the best interest of our company and all stakeholders,” the company said in its statement. “This agreement will help ensure that Xerox and its employees will be able to continue to focus on serving customers and building on the company’s financial and operational performance.”
Under the deal announced on Tuesday, Keith Cozza, chief executive of Mr. Icahn’s main investment vehicle, is expected to become chairman. John Visentin, an adviser to Mr. Icahn in his dispute with Xerox, will become chief executive. Both will join the board, replacing the departing directors, and the company will appoint four additional directors.