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 21, 2019

 

 

 

CONDUENT INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

New York		001-37817		81-2983623
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Campus Drive, Suite 200

Florham Park, New Jersey 07932

(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
Common Stock, $0.01 par value		CNDT		New York Stock Exchange

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 21, 2019 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
Nicholas Graziano			164,302,955				2,009,932				153,013				14,731,538
Joie Gregor			158,395,111				7,931,155				139,634				14,731,538
Scott Letier			164,801,571				1,486,876				177,453				14,731,538
Jesse A. Lynn			165,666,731				645,107				154,062				14,731,538
Courtney Mather			134,967,339				31,357,434				141,095				14,731,538
Michael A. Nutter			158,454,672				7,818,996				192,232				14,731,538
William G. Parrett			149,908,874				14,272,525				2,284,501				14,731,538
Ashok Vemuri			159,097,749				7,239,487				128,622				14,731,538
Virginia M. Wilson			158,590,232				7,736,011				139,536				14,731,538

2. Ratification of selection of PricewaterhouseCoopers LLP as Registrant’s independent registered public accounting firm for 2019. The selection of PricewaterhouseCoopers LLP was ratified.

 

For		Against				Abstain				Non Votes
179,791,139			1,190,584				215,077				0

3. Approval, on an advisory basis, of the 2018 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2019 Proxy Statement. The 2018 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2019 Proxy Statement, was approved on an advisory basis.

 

For		Against				Abstain				Non Votes
148,714,166			17,516,762				234,972				14,731,538

(c) Not Applicable

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				CONDUENT INCORPORATED
Date: May 21, 2019				By:		/s/ J. Michael Peffer
						Name:   J. Michael Peffer
						Title:     Secretary