Current Report Filing (8-k)
July 16 2019 - 04:16PM
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): July 15, 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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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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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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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
Companys 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 Boards 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 Companys 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.
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: July 16, 2019
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By:
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/s/ J. Michael Peffer
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Name:
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J. Michael Peffer
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Title:
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Secretary
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