UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 17, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) (Zip Code) | ||||||||
Registrant’s telephone number, including area code: (844 ) 663-2638
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On May 17, 2024 , Conduent Incorporated (the Registrant) held its Annual Meeting of Shareholders.
(b) Shareholders voted on the matters set forth below as follows:
1.Election of directors. All nominees for director were elected.
| Name | For | Against | Abstain | Non Votes | |||||||||||||||||||
| Hunter Gary | 152,819,753 | 4,627,457 | 81,319 | 23,512,663 | |||||||||||||||||||
| Kathy Higgins Victor | 154,873,434 | 2,579,061 | 76,034 | 23,512,663 | |||||||||||||||||||
| Scott Letier | 154,270,849 | 3,181,137 | 76,543 | 23,512,663 | |||||||||||||||||||
| Jesse A. Lynn | 144,284,437 | 13,162,452 | 81,640 | 23,512,663 | |||||||||||||||||||
| Steven Miller | 151,099,273 | 6,354,533 | 74,723 | 23,512,663 | |||||||||||||||||||
| Michael Montelongo | 155,917,054 | 1,536,575 | 74,900 | 23,512,663 | |||||||||||||||||||
| Margarita Paláu-Hernández | 147,807,879 | 9,645,086 | 75,564 | 23,512,663 | |||||||||||||||||||
| Clifford Skelton | 155,519,601 | 1,936,379 | 72,549 | 23,512,663 | |||||||||||||||||||
2.Ratification of selection of PricewaterhouseCoopers LLP as the Registrant’s independent registered public accounting firm for 2024. The selection of PricewaterhouseCoopers LLP was ratified.
| For | Against | Abstain | Non Votes | |||||||||||||||||
| 178,470,030 | 2,434,216 | 136,946 | — | |||||||||||||||||
3. Approval, on an advisory basis, of the 2023 compensation of the Registrant’s Named Executive Officers, as disclosed in the Registrant’s 2024 Proxy Statement. The 2023 compensation of the Registrant’s Named Executive Officers, as disclosed in the Registrant’s 2024 Proxy Statement, was approved on an advisory basis.
| For | Against | Abstain | Non Votes | |||||||||||||||||
| 151,873,288 | 4,464,145 | 1,191,095 | 23,512,663 | |||||||||||||||||
(c) Not Applicable.
(d) Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this report to be signed on its behalf by the undersigned duly authorized.
Date: May 17, 2024
| CONDUENT INCORPORATED | ||||||||||||||
| By: | /s/ MICHAEL FISHERMAN | |||||||||||||
| Michael Fisherman | ||||||||||||||
| Assistant Secretary | ||||||||||||||