May 16, 20230001677703falsefalse00016777032023-05-162023-05-16
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 16, 2023
CONDUENT INCORPORATED
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| New York | | 001-37817 | 81-2983623 |
(State or other jurisdiction of
incorporation or organization) | | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | | | | | |
| 100 Campus Drive, | | Suite 200, |
| Florham Park, | New Jersey |
| 07932 |
| (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 | 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 8.01. Other Events.
On May 16, 2023, Conduent Incorporated (the Company) announced that its Board of Directors has authorized the repurchase of up to $75 million of the Company's common stock.
A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01
The information contained in this Item 8.01 is neither an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. | | | | | | | | |
| Exhibit No. | | Description |
| | Press Release dated May 16, 2023 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: May 16, 2023
| | | | | | | | | | | | | | |
| CONDUENT INCORPORATED |
| |
| By: | | /s/ STEPHEN WOOD |
| | Stephen Wood |
| | Executive Vice President and Chief Financial Officer |
