Current Report Filing (8-k)
May 28 2019 - 4:20PM
Edgar (US Regulatory)
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)
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New York
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001-37817
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81-2983623
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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100 Campus Drive, Suite 200
Florham Park, New Jersey 07932
(Address of principal executive offices) (Zip Code)
Registrants 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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the
Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Securities registered
pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.01 par value
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CNDT
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New York Stock Exchange
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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.
(b) Departure of Chief Accounting Officer
On May 21, 2019, Allan Cohen notified Conduent Incorporated (the Company) that he will resign as the Companys Vice President and Chief
Accounting Officer, to pursue another career opportunity, effective June 14, 2019.
(c) Appointment of Chief Operating Officer
Effective on his first day of employment which is expected to be on or before June 17, 2019, the Company elected Clifford Skelton President and Chief
Operating Officer. Mr. Skelton, age 62, will oversee the Companys ongoing business operations within the Company.
Prior to this election, Mr. Skelton served as President of Fiserv Output Solutions, since January 9, 2017 and as Chief Information Officer and
Executive Vice President of Fiserv, Inc. from April 2012 to November 2016. Mr. Skelton holds a B.A. from the University of Southern California and a MA from the John F. Kennedy School of Government at Harvard University.
Attached as Exhibit 10.6(h) to this Report is a copy of the Letter Agreement dated May 21, 2019 between the Company and Mr. Skelton regarding
compensation arrangements and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
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CONDUENT INCORPORATED
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Date: May 28, 2019
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By:
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/s/ Kevin Ciaglo
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Name: Kevin Ciaglo
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Title: Assistant Secretary
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