DEF 14A: Conduent Incorporated Sets Date for 2024 Annual Shareholder Meeting, Outlines Proposals

Conduent Incorporated announces its 2024 Annual Meeting of Shareholders to be held virtually on May 17, 2024, featuring proposals for director elections, auditor ratification, and executive compensation approval.

Summary

• Conduent Incorporated will hold its 2024 Annual Meeting of Shareholders virtually on May 17, 2024, at 9:30 a.m. (EDT).
• Shareholders will vote on the election of eight directors, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024, and the approval of the 2023 compensation for named executive officers.
• The Board of Directors recommends voting in favor of all proposals.
• The record date for determining shareholders eligible to vote is March 18, 2024.
• The proxy statement and 2023 Annual Report are available online at www.edocumentview.com/cndt.
• As of the record date, there were 208,643,322 shares of common stock outstanding and entitled to vote.
• The company engaged Innisfree M&A Incorporated to assist with proxy solicitation for a fee of $17,500 plus expenses.
• Shareholders may contact the non-management members of the Board by contacting the Chairman of the Board, c/o Conduent Incorporated Corporate Secretary, 100 Campus Drive, Suite 200, Florham Park, NJ 07932.

Sentiment

Score: 7

Explanation: The document is primarily informational, outlining meeting details and proposals. The positive aspects include the company's commitment to corporate governance and sustainability, as well as recognition for diversity and inclusion. The sentiment is neutral to slightly positive.

Positives

• The Board is committed to high standards of business integrity and corporate governance.
• The company has a Corporate Social Responsibility and Public Policy Committee overseeing sustainability initiatives.
• The company has been recognized for its diversity and inclusion efforts, including rankings from Forbes, Newsweek, and the Human Rights Campaign.
• The company has a compensation recoupment policy (clawbacks) in place.

Risks

• The document mentions the need to manage strategic, financial, operational, technology, and compliance risks through the Enterprise Risk Management (ERM) program.
• The document mentions the need to monitor environmental, social and related public policy trends, issues, risks and concerns, domestic and foreign, which affect or could affect the Company’s business activities and performance.

Future Outlook

The company expects to hold its 2025 Annual Meeting of Shareholders during the second half of May 2025 and to file and make available or mail, as applicable, its Proxy Statement for that meeting during the first half of April 2025.

Management Comments

• The Board of Directors unanimously recommends that you vote in favor of proposals 1, 2 and 3.
• The Board and Compensation Committee value the opinions of shareholders and will consider the outcome of the vote on such proposal when making future decisions regarding executive compensation.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors, but it does mention that the company benchmarks executive compensation against a peer group of companies in similar industries.

Comparison to Industry Standards

• The company benchmarks executive compensation against a peer group including Alight, ICF Intl, CACI International Inc, Leidos Holdings, Inc, CGI Group, Concentrix, CSG Systems Intl, ExlService, Genpact LTD, Maximus, Inc, TELUS Intl, TriNet Group, and Veradigm.
• The company's stock ownership guidelines for directors require them to own Common Stock in a minimum amount equal to 6 times the annual cash retainer ($80,000 x 6 = $480,000).

Related Party Transactions

• In the normal course of business, the Company provides services to (including human resources, end-user support and other services and solutions), and purchases from (including office equipment and related services and supplies), certain parties in which Carl C. Icahn and his affiliates (collectively, the Icahn shareholders ), a beneficial owner of more than five percent of the Companys voting securities, have an ownership interest.
• Total transactions with the Icahn shareholders in 2023 were as follows: revenue from these parties was approximately $6 million; purchases from these parties was approximately $18 million.
• In 2021, one of the Companys vendors, Sia Partners US, Inc. (f/k/a Summus Group), engaged a consultant who was assigned to work at the Company pursuant to a consulting arrangement entered into in the ordinary course of business.
• The consultant is Sara Prout, spouse of Mark Prout, our Executive Vice President, Chief Information Officer.
• Sia Partners US, Inc. was paid $385,560 in respect of the work done by Sara Prout during 2023.

Stakeholder Impact

• The proposals to be voted on at the Annual Meeting will impact shareholders, as they involve the election of directors and the approval of executive compensation.
• The company's commitment to corporate social responsibility and sustainability will impact clients, associates, suppliers, shareholders, and the global communities in which it operates.

Next Steps

• Shareholders are urged to vote their shares prior to the Annual Meeting.
• The company expects to continue to enhance its CSR reporting and disclosures in 2024.
• In 2024, the company also plans to develop and submit its near-term greenhouse gas target, as part of Conduents recent Science Based Target initiative commitment.

Key Dates

Keywords

shareholders, proxy statement, corporate governance, executive compensation, directors, annual meeting, Conduent, audit