SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 5.02.|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Director Resignation
Courtney Mather resigned, effective February 3, 2021, as chair and member of the board of directors (“Board”) of Conduent Incorporated (the “Company”), to devote more time to other commitments. Mr. Mather’s resignation was not the result of any disagreement with the Company over any of its financial reporting, operations, policies or practices, any fraud relating thereto, or any other matter.
(d) Director Appointment
Effective February 3, 2021, the Board of the Company elected Steven Miller, Portfolio Manager of Icahn Capital LP, to the Board. Mr. Miller is a director designated by Carl C. Icahn and certain other parties pursuant to the letter agreement (the “Icahn Agreement”), dated as of January 28, 2016, entered into by Xerox Corporation, our former parent company, with Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn. On December 31, 2016, the Company entered into a Joinder Agreement to the Icahn Agreement. Mr. Miller was also appointed as chair of the Finance Committee.
Mr. Miller will receive the standard director compensation that the Company provides to its non-employee directors as described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2020. As of the date hereof, there are no transactions between Mr. Miller and the Company that would be reportable under Item 404(a) of Regulation S-K.
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: February 5, 2021