DEF 14A

DEF 14A 1 d110000ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

Conduent Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

LOGO

April 9, 2021

Dear Shareholders:

We are pleased to invite you to the 2021 Annual Meeting of Shareholders of Conduent Incorporated (the “Annual Meeting”) to be held on Tuesday, May 25, 2021, at 11:00 a.m. (EDT). Due to the unprecedented public health impact of the novel coronavirus (COVID-19) pandemic and to support the health and well-being of our communities, associates, shareholders and other stakeholders, this year’s annual meeting will be conducted completely virtually, via a live audio webcast; there will be no physical meeting location. You will be able to attend and participate in the Annual Meeting by visiting www.meetingcenter.io/219882700 (password CNDT2021), where you will be able to listen to the meeting live, submit questions and vote. As always, we encourage you to vote your shares prior to the Annual Meeting.

The attached notice of the Annual Meeting and proxy statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting. We urge you to carefully read the accompanying materials regarding the matters to be voted on at the meeting.

At the Annual Meeting, you will be asked to vote upon:

•

A proposal to elect eight directors;

•

A proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021;

•

A proposal to approve, on an advisory basis, the 2020 compensation of our named executive officers; and

•

A proposal to approve the Conduent Incorporated 2021 Performance Incentive Plan.

The Board of Directors unanimously recommends that you vote in favor of these proposals.

It is important that your shares be represented and voted at the Annual Meeting. Therefore, you are urged to vote your shares using one of the methods described on page 1 under “How do I vote?.”

Thank you for your continued support of, and ongoing interest in, Conduent Incorporated.

For the Board of Directors,

LOGO

Scott Letier

Chairman of the Board

Notice of 2021 Annual Meeting of Shareholders


Date and Time:		Tuesday, May 25, 2021, at 11:00 a.m., Eastern Time

Location:		The Annual Meeting will be conducted completely virtually, via a live audio webcast; there will be no physical meeting location. You will not be able to attend the Annual Meeting in person.

Virtual Meeting Access:		You will be able to participate online and submit your questions during the meeting by visiting www.meetingcenter.io/219882700 (password: CNDT2021). Details regarding how to participate in the meeting online are more fully described in the accompanying proxy statement.

Purpose:		Our shareholders will be asked to consider and vote on the following matters: (1) Election of eight director nominees; (2) Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021; (3) Approval, on an advisory basis, of the 2020 compensation of our named executive officers; (4) Approval of the Conduent Incorporated 2021 Performance Incentive Plan; and (5) Consider such other business as may properly come before the meeting.

Record Date:		March 26, 2021 — You are eligible to vote if you were a shareholder of record as of the close of business on this date.

Proxy Voting:		(1) Telephone; (2) Internet; or (3) Proxy Card. For voting instructions, please review the Notice of Internet Availability of Proxy Materials or, if you requested and received a printed copy of the proxy materials, accompanying proxy card.

Importance of Vote:		Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to read this proxy statement and submit your proxy as soon as possible. You may submit your proxy for the Annual Meeting by using the Internet or telephone voting systems or by completing, signing, dating and returning your proxy card in the pre-addressed envelope provided. For specific instructions on how to vote your shares, please refer to the section entitled “How do I vote?” beginning on page 1 of this proxy statement and the instructions on the proxy card.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on May 25, 2021.

The Proxy Statement and 2020 Annual Report are available at

www.edocumentview.com/cndt or https://investor.conduent.com.

By order of the Board of Directors,

LOGO

Michael Krawitz

Executive Vice President, General Counsel and Secretary

April 9, 2021

TABLE OF CONTENTS


GENERAL INFORMATION ABOUT THE ANNUAL MEETING			1

The Annual Meeting			1

What is the purpose of the Annual Meeting?			1

Who is entitled to vote?			1

How do I vote?			1

How does the Board recommend that I vote?			2

How can I attend the virtual Annual Meeting?			2

How do I ask questions during the virtual Annual Meeting?			3

How many shares are required to be present to hold the Annual Meeting?			3

How many votes are required to approve each proposal?			3

What is a broker non-vote and how will it affect the voting?			4

May I change my vote?			4

Who will count the vote? Is my vote confidential?			4

How are proxies solicited?			4

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a full set of printed proxy materials?			4

How can I electronically access the proxy materials?			5

What are the deadlines and requirements for shareholder submission of proposals, director nominations and other business for the 2022 Annual Meeting?			5

How can I contact the Board?			5

What if multiple shareholders have the same address?			5

How may I get additional copies of the Annual Report and Proxy Statement?			5

Is there a list of shareholders entitled to vote at the Annual Meeting?			6

PROPOSAL 1 — ELECTION OF DIRECTORS			7

Biographies			9

Corporate Governance			15

Director Nomination Process			15

Board Leadership Structure			15

Risk Oversight			16

Director Independence			16

Certain Relationships and Related Person Transactions			16

BOARD OF DIRECTORS AND BOARD COMMITTEES			17

Committee Functions, Membership and Meetings			17

Board and Committee Meetings; Annual Meeting Attendance			21

Annual Director Compensation			21

SECURITIES OWNERSHIP			24

Securities Ownership of Certain Beneficial Owners			24

Delinquent Section 16(a) Reports			26

COMPENSATION DISCUSSION AND ANALYSIS			26

Compensation Committee Report			43



Summary Compensation Table			44

Grants of Plan-Based Awards in 2020			45

Outstanding Equity Awards at 2020 Fiscal Year-End			47

Option Exercises and Stock Vested in 2020			48

Potential Payments upon Termination or Change in Control			49

Equity Compensation Plan Information			51

OTHER INFORMATION			52

Indemnification Actions			52

Directors and Officers Liability Insurance and Indemnity			52

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			57

Principal Auditor Fees and Services			57

Audit Committee Report			58

PROPOSAL 3 — PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE 2020 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			59

PROPOSAL 4 — PROPOSAL TO APPROVE THE CONDUENT INCORPORATED 2021 PERFORMANCE INCENTIVE PLAN			60

Proposed share reserve			60

Summary of the 2021 Plan			62

Conduent Incorporated 2021 Performance Incentive Plan			69

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

The Annual Meeting

The 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Conduent Incorporated (“Conduent,” the “Company,” “we,” “us,” or “our”) will be held on Tuesday, May 25, 2021, at 11:00 a.m., Eastern Time. As a shareholder as of March 26, 2021, you are invited to attend the Annual Meeting via live audio webcast and are entitled to and requested to vote on the items of business described in this Proxy Statement. To participate at the Annual Meeting online, please visit www.meetingcenter.io/219882700 (password: CNDT2021). We intend, in future years, to resume holding in person or hybrid meetings under normal circumstances.

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will consider and vote on the following matters:

Election of the eight nominees named in this Proxy Statement to our Board of Directors (the “Board”), each for a term of one year.

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021.

Approval, on an advisory basis, of the 2020 compensation of our named executive officers.

Approval of the Conduent 2021 Performance Incentive Plan.

Shareholders will also act on any other business that may properly come before the Annual Meeting. In addition, our management will respond to questions from shareholders.

Who is entitled to vote?

Owners of our common stock, par value $0.01 per share (the “Common Stock”), as of the close of business on the record date, March 26, 2021 (the “Record Date”), are entitled to vote at the Annual Meeting. The shares owned as of that date include: (1) shares you held directly in your name as the shareholder of record (registered shareholder); and/or (2) shares held in the name of a broker, bank or other holder of record for you as the beneficial owner (beneficial owner). Each share of Common Stock is entitled to one vote on each matter to be voted on. As of the Record Date, there were 212,388,620 shares of our Common Stock outstanding and entitled to vote.

How do I vote?

Beneficial owners will receive a separate Notice of Internet Availability of Proxy Materials (the “Notice”) with a voting instruction form from the bank, broker or other holder or nominee that must be followed in order for their shares to be voted. If you hold your shares through a broker, bank or other holder or nominee, you must obtain a proxy from such holder or nominee to vote at the virtual Annual Meeting.

Registered shareholders can vote in any one of four ways:



*BY INTERNET*				*BY TELEPHONE*
If you have Internet access, you may vote your shares by following the “Vote by Internet” instructions included in the Notice or on the enclosed proxy card. If you vote via the Internet, do not return your proxy card.				You may vote your shares by following the “Vote by Telephone” instructions on the enclosed proxy card. If you vote by telephone, do not return your proxy card.



*BY MAIL*		*ELECTRONICALLY DURING VIRTUAL ANNUAL MEETING*
If you received a printed copy of the proxy materials, you may vote by completing and signing the proxy card enclosed with this Proxy Statement and promptly mailing it in the enclosed postage-prepaid envelope. The shares you own will be voted according to your instructions on the proxy card you mail. If you sign and return your proxy card but do not indicate your voting instructions on one or more of the matters listed, the shares you own will be voted by the named proxies in favor of each of the proposals in accordance with the recommendations of our Board.		If you are a registered shareholder with a control number or a beneficial shareholder that has submitted a legal proxy and has received a control number from Computershare, you will also be able to vote your shares electronically during the Annual Meeting by clicking on the “Cast Your Vote” link on the Meeting Center site.

If you vote your proxy by Internet, telephone or mail, you authorize each of the two directors, whose names are listed on the accompanying proxy card, or any substitution thereof, to act as your proxies to represent you and vote your shares as you direct.

The Internet and telephone voting procedures are designed to authenticate your identity, to allow you to vote your shares and to confirm that your voting instructions have been properly recorded. Specific instructions are set forth on the proxy card. Regardless of the method you choose, your vote is important. Please vote by following the specific instructions on your proxy card. All proxies will be governed by and construed in accordance with the laws of the State of New York and applicable federal securities laws.

How does the Board recommend that I vote?

The Board recommends that you vote:

•

FOR the election of each of the eight director nominees;

•

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

•

FOR the approval, on an advisory basis, of the 2020 compensation of our named executive officers; and

•

FOR the approval of the Conduent 2021 Performance Incentive Plan.

How can I attend the virtual Annual Meeting?

We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose as it relates to the current, ongoing COVID-19 pandemic. Therefore, the Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by a live webcast. No physical meeting will be held. The Annual Meeting will begin promptly at 11:00 a.m. (EDT) on Tuesday, May 25, 2021. We encourage you to access the meeting prior to the start time leaving ample time for check in.

•

For Registered Holders: If you were a shareholder as of the close of business on March 26, 2021 and have your control number, you may participate at the Annual Meeting by following the instructions available on the meeting website. Registered shareholders can attend the meeting by accessing the meeting site at www.meetingcenter.io/219882700 and entering the 15-digit control number that can be found on your proxy card mailed with the proxy materials and the meeting password: CNDT2021.

•

For Beneficial Holders: If you were a shareholder as of the close of business on March 26, 2021 and hold your shares through an intermediary, such as a bank or broker or other nominee, you must register in advance to attend the Annual Meeting. To register you will need to obtain a legal proxy

from your bank, broker or other nominee. Once you have received a legal proxy form from them, forward the email with your name and the legal proxy attached or send a separate email with your name and legal proxy attached labeled “Legal Proxy” in the subject line to Computershare at legalproxy@computershare.com (In the alternative, you can send the legal proxy materials by mail to: Computershare, Conduent Incorporated Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.). Requests for registration must be received no later than 5:00 p.m. (EDT) on May 14, 2021. You will receive a confirmation email from Computershare of your registration. At the time of the Annual

Meeting, go to www.meetingcenter.io/219882700 and enter your control number and the meeting password: CNDT2021. If you do not have your control number, you may attend as a guest (non-shareholder) by going to www.meetingcenter.io/219882700 (password: CNDT2021) and entering the information requested on the following screen. Please note that guest access is in listen-only mode and you will not have the ability to ask questions or vote during the Annual Meeting.

How do I ask questions during the virtual Annual Meeting?

If you are attending the virtual Annual Meeting as a shareholder of record or registered beneficial owner, questions can be submitted by accessing the meeting center at www.meetingcenter.io/219882700, entering your control number and meeting password: CNDT2021, and clicking on the message icon in the upper right-hand corner of the page. To return to the main page, click the “i” icon at the top of the screen. Please note that guest access is in listen-only mode and you will not have the ability to ask questions or vote during the Annual Meeting.

How many shares are required to be present to hold the Annual Meeting?

A quorum is necessary to hold a valid meeting of shareholders. For each of the proposals to be presented at the meeting, the presence at the meeting, in person or by proxy, of the holders of a majority of the shares of our Common Stock outstanding on the Record Date will constitute a quorum. As of the Record Date, there were 212,388,620 shares of our Common Stock outstanding. If you vote — including by Internet, telephone or proxy card — your shares will be counted towards the quorum for the Annual Meeting. Broker non-votes and abstentions are counted as present for the purpose of determining a quorum.

How many votes are required to approve each proposal?

Election of Directors. Under our by-laws, directors are elected by majority vote, meaning that in an uncontested director election, the votes cast “for” the nominee’s election must exceed the votes cast “against” the nominee’s election, with abstentions and broker non-votes not counting as votes “for” or “against.” Our by-laws require that any incumbent nominee for director who receives a greater number of votes cast “against” his or her election than “for” his or her election shall tender his or her resignation promptly after such election. The independent directors, other than any director receiving less than a majority of “for” votes, will then evaluate and determine, based on the relevant facts and circumstances, whether to accept or reject the resignation. The Board’s explanation of its decision will be promptly disclosed on a Form 8-K filed with the SEC.

Other Items

The affirmative vote of a majority of the votes cast at the Annual Meeting will be required for approval of the following proposals, meaning these proposals will be approved if the number of votes cast “for” the proposal exceed the number of votes cast “against” the proposal:

•

Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

•

Approval, on an advisory basis, of the 2020 compensation of our named executive officers; and

•

Approval of the Conduent Incorporated 2021 Performance Incentive Plan.

Abstentions and broker non-votes are not considered votes cast and therefore have no effect on the outcome of the other above matters. For information regarding broker non-votes, see below under “What is a broker non-vote and how will it affect the voting?”

Although the advisory vote on the 2020 compensation of our named executive officers is non-binding, the Board and Compensation Committee value the opinions of shareholders and will consider the outcome of the vote on this proposal when making future decisions regarding executive compensation.

At present, the Board does not intend to present any other matters at this meeting and knows of no matters other than these to be presented for shareholder action at the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons named in the accompanying proxy intend to vote the proxies in

accordance with their best judgment, to the extent permitted by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

What is a broker non-vote and how will it affect the voting?

Brokers are not permitted to vote the shares they hold on behalf of beneficial owners without the beneficial owner’s voting instruction for matters that are deemed to be “non-routine.” A broker non-vote occurs with respect to non-routine matters when the beneficial owner of the shares fails to furnish timely voting instructions to the broker, and the broker is not permitted to vote the shares in its discretion. The election of directors, advisory vote on executive compensation and approval of equity plan are considered non-routine matters. If you do not instruct your broker on how to vote your shares with respect to these non-routine matters, your broker will not be able to cast a vote on these proposals. Accordingly, we urge you to provide voting instructions to your bank, broker or other holder of record so that you may vote on these important matters. Shares constituting broker non-votes, while counted towards the quorum, are not counted as votes cast “for” or “against” for the purpose of determining whether shareholders have approved a non-routine matter. As a result, broker non-votes will have no impact on the outcome of these matters.

Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm (sometimes referred to as our “independent auditors”) is a routine matter, and, therefore, brokers would have discretion to vote on this proposal without having received timely voting instructions. Accordingly, there will be no broker non-votes with respect to this proposal.

May I change my vote?

Yes. You may revoke your proxy at any time before the Annual Meeting by delivering a later dated proxy card, by a later telephone or on-line vote, by notifying the Secretary of the Company in writing that you have revoked your proxy or by voting electronically during the virtual Annual Meeting. Attendance at the virtual Annual Meeting will not revoke a proxy unless you actually vote electronically during the virtual meeting.

Who will count the vote? Is my vote confidential?

A representative of Computershare will act as Inspector of Election, supervise the voting, decide the validity of proxies and receive and tabulate proxies. As a matter of policy, we keep confidential all shareholder meeting proxies, ballots and voting tabulations that identify individual shareholders. In addition, the vote of any shareholder is not disclosed except as may be necessary to meet legal requirements.

How are proxies solicited?

The solicitation of proxies is made by our Board and will be conducted primarily by mail. We also request brokerage firms, nominees, custodians and fiduciaries to forward soliciting material to the beneficial owners of stock held of record and reimburse such persons for the cost of forwarding the material. We have engaged Innisfree M&A Incorporated to handle the distribution of soliciting material to, and the collection of proxies from, such entities. We will pay Innisfree M&A Incorporated a fee of $17,500, plus reimbursement of out-of-pocket expenses for this service. Proxies may also be solicited on our behalf by our directors, officers or employees by telephone, electronic or facsimile transmission or in person, without compensation. We bear the cost of preparing all proxy materials and proxy solicitation.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a full set of printed proxy materials?

Pursuant to rules adopted by the SEC, the Company has elected to provide access to its proxy materials over the Internet. Accordingly, on or about April 9, 2021, a Notice is being sent to all of the Company’s registered shareholders and beneficial owners of record as of March 26, 2021. The Notice contains instructions on how to access the proxy materials over the Internet and how to vote. It also contains instructions on how to request a paper copy of the proxy materials, including a proxy card, as well as how shareholders may request to receive proxy materials in printed form by mail, or electronically by email, on a going forward basis.

How can I electronically access the proxy materials?

You can access the proxy materials online at www.edocumentview.com/cndt or https://investor.conduent.com. Shareholders may receive Proxy Statements, Annual Reports and other shareholder materials via electronic delivery. Registered shareholders can sign up for electronic delivery at www.computershare.com/investor. Beneficial owners can sign up for electronic delivery at http://enroll.icsdelivery.com/cndt or by checking the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service. Opting to receive future proxy materials electronically by email will provide the Company cost savings relating to printing and postage and reduce the environmental impact of delivering documents to you.

What are the deadlines and requirements for shareholder submission of proposals, director nominations and other business for the 2022 Annual Meeting?

We expect to hold our 2022 Annual Meeting of Shareholders during the second half of May 2022 and to file and make available or mail, as applicable, our Proxy Statement for that meeting during the first half of April 2022. Under SEC proxy rules, if a shareholder wants us to include a proposal in our Proxy Statement and proxy card for the 2022 Annual Meeting of Shareholders, the proposal must be received by us no later than December 6, 2021.

Any shareholder wishing to make a nomination for director or wishing to introduce any business at the 2022 Annual Meeting of Shareholders (other than a proposal submitted for inclusion in the Company’s proxy materials) must provide the Company advance notice of such nominee or business which must be received by the Company no earlier than November 6, 2021 and no later than December 6, 2021. Any such notice must comply with requirements set forth in our by-laws. Nominations for director must be accompanied by a written consent of the nominee consenting to being named as a nominee and serving as a director if elected. Proposals and other items of business should be directed to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary.

How can I contact the Board?

Under our Corporate Governance Guidelines, shareholders and other interested parties may contact the non-management members of the Board by contacting the Chairman of the Board, c/o Conduent Incorporated Corporate Secretary, 100 Campus Drive, Suite 200, Florham Park, NJ 07932.

What if multiple shareholders have the same address?

To reduce the expenses of delivering duplicate proxy materials, where multiple shareholders reside in the same household, we will deliver a single Notice, or for shareholders who receive paper copies of our proxy materials, a single Proxy Statement and Annual Report along with separate proxy cards, unless we have received instructions otherwise. If you share a household with one or more other shareholders and (i) would like to receive separate copies of the Notice or printed proxy materials, or (ii) you are receiving multiple copies of the Notice or printed proxy materials and, as a household, wish to receive only one Notice or one set of printed proxy materials, then you may request a change in delivery preferences. We will deliver promptly, upon written or oral request, a separate copy of the Notice or printed proxy materials, as applicable, to a shareholder at a shared address to which a single copy was delivered. For registered shareholders, you may contact our transfer agent at 866-574-5496 or write them at Computershare, P.O. Box 505000, Louisville, KY 40233. For beneficial owners, you may call the bank, broker or other nominee where your shares are held in street name.

How may I get additional copies of the Annual Report and Proxy Statement?

Copies of the 2020 Annual Report and 2021 Proxy Statement have been distributed to shareholders (unless you have received a copy of the Notice or have consented to electronic delivery). Additional paper copies of these documents are available at no cost upon request made to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary. The 2020 Annual Report and 2021 Proxy Statement are also available on the Company’s website at https://investor.conduent.com or www.edocumentview.com/cndt. The Notice also provides you with instructions on how to request paper copies of the proxy materials. There is no charge to receive any such materials by mail. You may request paper copies of the materials until one year after the date of the Annual Meeting.

Is there a list of shareholders entitled to vote at the Annual Meeting?

A list of registered shareholders entitled to vote at the Annual Meeting will be available during the Annual Meeting at the Annual Meeting website and for ten days prior to the Annual Meeting upon written request made by a shareholder to: Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary.

PROPOSAL 1 — ELECTION OF DIRECTORS

Shareholders annually elect directors to serve for one year and until their successors have been duly elected and qualified. Based on the director nomination process described below, the eight persons whose biographies appear below have been nominated by the Board to serve as directors based on the recommendation of the Corporate Governance Committee. Each nominee brings to us valuable experience from a variety of fields. The biographical information presents each nominee’s specific experience, qualifications, attributes and skills that led our Board to conclude that he or she should serve as a director. All of our incumbent director nominees have demonstrated business acumen and an ability to exercise independent and sound judgment, as well as an understanding of the Company’s business environment and a commitment to serve the Company and our Board. We also value the significant experience of our nominees on other public company boards of directors and board committees.

Kathy Higgins Victor, Scott Letier, Jesse A. Lynn, Michael Montelongo, Margarita Paláu-Hernández and Clifford Skelton are currently directors of the Company and were elected by our shareholders at the 2020 Annual Meeting of Shareholders. Michael A. Nutter and Virginia M. Wilson, did not seek re-election to the Board at the 2020 Annual Meeting. At its February 25, 2020 meeting, the Board reduced the size of the board to eight members, effective May 19, 2020, and, acting on the recommendation of the Corporate Governance Committee, nominated Michael Montelongo to stand for election at the 2020 Annual Meeting. On March 30, 2020, Nicholas Graziano tendered his resignation and on March 31, 2020, the Board further reduced the size of the board to seven members, effective May 19, 2020. At its August 18, 2020 meeting, the Board increased the size of the Board to eight members and, acting on the recommendation of the Corporate Governance Committee, elected Hunter Gary to the Board on August 18, 2020. Effective February 3, 2021, the Board, acting on the recommendation of the Corporate Governance Committee, elected Steven Miller to the Board to replace Courtney Mather who resigned effective February 3, 2021.

On December 31, 2016, the Company entered into a Joinder Agreement to a letter agreement, dated as of January 28, 2016, entered into by Xerox Corporation, our former parent company, with Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings LP, Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn (collectively, the “Icahn Group”), pursuant to which, among other things, Hunter Gary, Jesse A. Lynn and Steven Miller were appointed to the Board (the “Icahn Agreement”). The Icahn Group is required pursuant to the Icahn Agreement to vote in favor of the directors nominated by the Board at the Annual Meeting.

On December 18, 2018, the Company entered into a Shareholder Agreement with Darwin Deason (the “Deason Agreement”) pursuant to which, among other things, Scott Letier was appointed to the Board and Darwin Deason is required to vote in favor of the directors nominated by the Board at the Annual Meeting.

The Board has determined that each of the nominees, other than Clifford Skelton, CEO of the Company, is independent under Nasdaq rules and the Company’s independence standards. Although not anticipated, if for any reason a nominee is unable to serve, the individuals named as proxies may use their discretion to vote for a substitute nominated by the Board.

Board Overview


Director Independence	Gender Diversity	Ethnic Diversity


		Five Board Committees Led by Independent Directors				*Three Board Committees Led* *by Diverse Directors*

		Balance of Ages				Range of Tenures

Environmental, Social, Governance (“ESG”) Oversight and Highlights

We are committed to conducting business in an environmentally sustainable and socially responsible manner, and to managing the risks and opportunities that arise from ESG issues. We believe that operating in a socially responsible and sustainable manner will drive long-term value creation for our company and its shareholders. In 2020, the Corporate Governance Committee was responsible for overseeing the Company’s Environmental, Social, Governance processes, policies, and performance, and making recommendations to the full Board. To satisfy these oversight responsibilities, the Corporate Governance Committee received regular updates from management on progress and strategy.

Also, in 2020 Conduent launched a new initiative to enhance ESG policies and procedures, informed by the Sustainability Accounting Standards Board (SASB) industry-specific disclosure guidelines. An ESG Steering Committee, comprised of Investor Relations, Marketing, Diversity and Inclusion and Real Estate leaders, was charged with working with Business Units and Corporate functions to set ESG goals and provide long term strategic guidance and direction on material ESG policies, processes and measurements. These recommendations are presented to Executive Management and the Board for review.

In recognition of the growing importance and scope of the Company’s environmental, social and governance impacts, in 2021, our Board formed a new Corporate Social Responsibility and Public Policy Committee comprising several members of the Board. The Corporate Social Responsibility and Public Policy Committee’s purpose is to assist the Board in providing oversight of Conduent’s material strategies, initiatives, investments, policies and progress to be a responsible participant in society. The Corporate Social Responsibility and Public Policy Committee’s focus areas include the impact of climate change, energy and natural resource conservation, supply chain sustainability, employee health, safety and well-being, diversity, equity and inclusion, public policy engagement, political contribution, and corporate charitable and philanthropic activities. While the ESG strategy is executed by the ESG Steering Committee, our Corporate Social Responsibility and Public Policy Committee provides the governance structure for programmatic oversight and guidance on this

global initiative. Additional information regarding the Corporate Social Responsibility and Public Policy Committee can be found under “Corporate Social Responsibility and Public Policy Committee” on page 21.

Policies and practices that have been recently enhanced address the following areas:

•

Environmental Footprint;

•

Health and Safety;

•

Diversity and Inclusion, including the naming of a new Global Head of Diversity and Inclusion;

•

Human Rights;

•

Data Privacy and Security; and

•

Board oversight of Environmental and Corporate Social Responsibility, including Charitable Giving.

Specific Highlights from the Company’s ESG Program include:

•

Environmental: Conduent adopted an Environmental Policy that ensures the Company’s commitment to environmental protection, climate change and biodiversity. These actions are managed in collaboration across departments and overseen by Conduent’s executive team and the Board. These actions include the reduction of the Company’s real estate footprint from approximately 9.7 million square feet in 2017, to 5.9 million square feet at year-end 2020, the recycling of nearly 300,000 pounds of paper in 2020, and the maintenance of a low water usage footprint at our delivery centers.

•

Social: Conduent named a new head of Diversity and Inclusion, reporting directly to our CEO, and established and encouraged participation in several employee impact groups to further our commitment to Diversity and Inclusion while providing diversity training to our employees. Conduent’s Human Rights Policy was expanded to specifically include anti-discrimination commitments. A social responsibility metric related to human capital was included in the Company’s short-term executive compensation program for 2021.

•

Governance: The Audit Committee charter was amended to include director oversight regarding cybersecurity issues and threats. The Audit Committee approved an enhanced Data Privacy and Security policy, which is well aligned with industry standards and best practices.

Along with our efforts in these areas, we released our 2019 SASB results furthering our Company’s commitment to transparency on ESG topics. Additionally, we completed the 2020 CDP Climate Change questionnaire, and anticipate completing the 2021 CDP Climate Change questionnaire, along with our 2020 Corporate Social Responsibility report this year.

For more ESG information, please refer to Conduent’s 2019 Corporate Social Responsibility report, and 2020 SASB disclosure located in the ESG section on our website at https://investor.conduent.com.

Biographies

The table below summarizes key qualifications, skills and attributes that each of our director nominees possesses which were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director nominee does not possess that qualification or skill or that other qualities were not also considered; rather, a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director nominee’s biography below describes his or her qualifications and relevant experience in more detail.

Skills and Qualifications of our Board of Director Nominees

Experience,
expertise
or attribute

Skelton

Gary

Higgins

Victor

Letier

Lynn

Miller

Montelongo

Paláu-

Hernández

Industry Expertise (1)

Leadership

Global Business

Financial

Public Company

Boards & Corporate Governance

Business Operations

Information Security

Diversity

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents