8-K

8-K 1 d595401d8k.htm 8-K 8-K

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 25, 2018

LOGO

CONDUENT INCORPORATED

(Exact name of registrant as specified in its charter)

New York

001-37817

81-2983623

(State or other jurisdiction

of incorporation)

(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))

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 5.07. Submission of Matters to a Vote of Security Holders.

(a)	On May 25, 2018 Registrant held its Annual Meeting of Shareholders.

(b)	Shareholders voted on the matters set forth below as follows:

1. Election of directors. All nominees for director were elected.


Name	For		Against		Abstain		Non Votes
Paul S. Galant		166,144,072		202,715		145,211		16,192,115
Nicholas Graziano		165,922,150		417,313		152,535		16,192,115
Joie Gregor		166,135,273		213,756		142,969		16,192,115
Courtney Mather		162,240,574		4,113,080		138,344		16,192,115
Michael Nevin		165,934,929		410,201		146,868		16,192,115
Michael A. Nutter		166,144,322		200,398		147,278		16,192,115
William G. Parrett		166,129,704		208,733		153,561		16,192,115
Ashok Vemuri		166,153,411		190,134		148,453		16,192,115
Virginia M. Wilson		166,182,285		167,921		141,679		16,192,115

2. Ratification of selection of PricewaterhouseCoopers LLP as Registrant’s independent registered public accounting firm for 2018. The selection of PricewaterhouseCoopers LLP was ratified.


For	Against	Abstain	Non Votes
182,031,042	476,874	176,197	0

3. Approval, on an advisory basis, of the 2017 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2018 Proxy Statement. The 2017 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2018 Proxy Statement, was approved on an advisory basis.


For	Against	Abstain	Non Votes
163,927,678	2,190,035	374,285	16,192,115

(c)	Not Applicable

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.


	CONDUENT INCORPORATED

	By:	/s/ J. Michael Peffer
	Name:	J. Michael Peffer
Date: May 25, 2018	Position:	Executive Vice President, General Counsel and
		Secretary