Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 15, 2019






(Exact name of registrant as specified in its charter)




New York   001-37817   81-2983623

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

100 Campus Drive, Suite 200

Florham Park, New Jersey


(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 8.01 Other Events.

On July 15, 2019, the Board of Directors (the “Board”) of Conduent Incorporated (the “Company”) approved amendments to the Company’s Corporate Governance Guidelines to generally provide for the Board to consider rotations of the positions of Chairman of the Board and Chairman of each of the Board’s committees every two years.

In accordance with the new rotation policy, the Board appointed Courtney Mather to serve as Chairman of the Board and appointed new directors as chairs of certain Company committees. The current composition of the Company’s committees is set forth below.

Audit Committee: Virginia M. Wilson, Chair; Nicholas Graziano; Scott Letier; and Michael Nutter.

Compensation Committee: William G. Parrett, Chair; Nicholas Graziano; Joie Gregor; and Michael Nutter.

Corporate Governance Committee: Joie Gregor, Chair; Jesse Lynn; and William G. Parrett.

Finance Committee: Scott Letier, Chair; Courtney Mather; and Virginia M. Wilson.


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.


Date: July 16, 2019     By:   /s/ J. Michael Peffer
    Name:   J. Michael Peffer
    Title:   Secretary