CONDUENT Inc
For the period ended Dec 31, 2024. Filed Apr 8, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 8, 2025
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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 Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | 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):
| x | No fee required. |
|---|---|
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 8, 2025
Dear Shareholders:
We are pleased to invite you to the 2025 Annual Meeting of Shareholders of Conduent Incorporated (the “Annual Meeting”) to be held on Tuesday, May 20, 2025, at 10:30 a.m. (EDT). This year’s annual meeting will be conducted virtually, via a live audio webcast. You will be able to attend and participate in the Annual Meeting by visiting https://meetnow.global/MQC2F9S, 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 five directors;
A proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025; and
A proposal to approve, on an advisory basis, the 2024 compensation of our named executive officers.
The Board of Directors unanimously recommends that you vote in favor of proposals 1, 2 and 3.
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,
Scott Letier
Chairman of the Board
Notice of 2025 Annual Meeting of Shareholders
Conduent Incorporated
100 Campus Drive, Suite 200
Florham Park, New Jersey 07932
| Date and Time: | Tuesday, May 20, 2025, at 10:30 a.m. (EDT) |
|---|---|
| Location: | The Annual Meeting will be conducted 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 https://meetnow.global/MQC2F9S. 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 five director nominees; (2) Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025; (3) Approval, on an advisory basis, of the 2024 compensation of our named executive officers; and(4) Consideration of such other business as may properly come before the meeting. |
| Record Date: | March 24, 2025 — 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 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 20, 2025.
The Proxy Statement and 2024 Annual Report are available at
www.edocumentview.com/cndt orhttps://investor.conduent.com.
By order of the Board of Directors,
Michael Krawitz
Executive Vice President, General Counsel and Secretary
April 8, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.