CONDUENT Inc false 0001677703 0001677703 2020-12-18 2020-12-18





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): December 18, 2020






(Exact name of registrant as specified in its charter)




New York   001-37817   81-2983623

(State or other jurisdiction of

incorporation or organization)



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





Name of each exchange

on which registered

Common Stock, $0.01 par value   CNDT   NASDAQ Global Select Market

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Principal Accounting Officer

Effective December 18, 2020, the Board of Directors of Conduent Incorporated (the “Company”) designated Stephen Wood, the Company’s current Vice President, Corporate Controller as its principal accounting officer. Mr. Wood, age 54, will oversee the Company’s accounting matters.

Mr. Wood has served in his current role as the Company’s Corporate Controller since August 2020. Prior to joining the Company, Mr. Wood spent 15 years at Fiserv Inc in finance and accounting leadership positions. From December 2016 to May 2020, Mr. Wood served as Vice President & Chief Financial Officer of Fiserv Output Solutions, from March 2009 to December 2016, Mr. Wood served as Vice President & Controller over a number of different operating groups and from January 2005 to March 2009 Mr. Wood led International Finance & Accounting operations. Mr. Wood is a Chartered Global Management Accountant with an MBA with distinction from Warwick Business School.

Mr. Wood will continue to participate in the Performance Incentive Plan and the Long-Term Incentive Plan. In addition, Mr. Wood will be eligible to participate in benefits as may be offered from time to time to other similarly situated employees.


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: December 23, 2020


  Kevin Ciaglo
  Assistant Secretary