What changed in this filing

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Item 9A. Controls and Procedures

2021-02-24 compared with 2020-02-27 · 51 added, 56 removed, 221 unchanged (33% of the section changed)

19 unchanged sentences

OTHER INFORMATION

On February 25, 2020, the Company’s Board of Directors appointed Clifford Skelton to serve as the Company’s Chief Executive Officer.

Skelton served as Interim Chief Executive Officer since August 6, 2019 and Chief Operating Officer between June 2019 and August 2019.

In connection with such appointment, the Compensation Committee of the Board of Directors set the salary of Mr.

On February 23, 2021, the Company further modified the compensation arrangement of the Company’s Chief Executive Officer, Clifford Skelton, as reflected in that letter agreement entered into between the Company and Mr.

Skelton (the “2021 Letter Agreement”).

In connection with such modification, the Compensation Committee of the Board of Directors set the salary of Mr.

Skelton at $775,000 per annum.

Skelton will be eligible to participate in the Company’s Annual Performance Incentive Plan (“APIP”) at a target level of 125% of his salary with a potential payout range between zero and 200% of target.

Skelton is eligible to participate in the Company’s Annual Performance Incentive Plan at a target level of 135% of his salary with a potential payout range between zero and 200% of target.

Skelton will also be eligible to participate in the Company’s Long Term Incentive Plan (“LTIP”), which is payable in equity.

His LTIP target annual award is $3,000,000.

The Letter Agreement, which sets forth the compensation and other terms of Mr.

Skelton’s appointment, is attached as Exhibit 10.6(e)(ii) to this Report and incorporated by reference.

His LTIP target annual award increased from $3,000,000 to $4,000,000.

The foregoing description of the 2021 Letter Agreement is a summary of its material terms, does not purport to be complete and is qualified in its entirety by reference to the 2021 Letter Agreement which is filed as Exhibit 10.6(d)(iii) to this Annual Report on Form 10-K and incorporated herein by reference.

Other than the terms set forth in the 2021 Letter Agreement, Mr.

Skelton’s employment terms remain the same as set forth in the letter agreements between the Company and Mr.

Skelton dated May 21, 2019 and filed as Exhibit 10.6(h) on Form 8-K dated May 28, 2019 and dated August 6, 2019 and filed as Exhibit 10.6(j) on Form 8-K dated August 7, 2019, which are incorporated by reference.

The information required by Items 401 and 404 of Regulation S-K and filed in Item 5.02(c) on Registrant’s Form 8-K dated May 28, 2019 is incorporated herein by reference.

Skelton’s employment terms remain the same as set forth in Mr.

Skelton ’ s existing letter agreements as previously disclosed by the Company.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information regarding our Executive officers required by Item 10 of Part III is set forth in Item 1 of Part I "Business–Information About Our Executive Officers." The information regarding directors is incorporated herein by reference to the section entitled “Proposal 1 - Election of Directors” in our definitive Proxy Statement (2020 Proxy Statement) to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, for our 2020 Annual Meeting of Stockholders.

The information regarding our executive officers required by Item 10 of Part III is set forth in Item 1 of Part I "Business–Information About Our Executive Officers." The information regarding directors is incorporated herein by reference to the section entitled “Proposal 1 - Election of Directors” in our definitive Proxy Statement to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, for our 2021 Annual Meeting of Stockholders (the 2021 Proxy Statement).

The 2021 Proxy Statement is expected to be filed within 120 days after the end of our fiscal year ended December 31, 2020.

5 unchanged sentences

Information concerning our Finance Code of Conduct can be found under "Corporate Governance" in our 2021 Proxy Statement and is incorporated here by reference.

The reference to our website address does not constitute incorporation by reference of any of the information contained on the website, and such information is not a part of this Annual Report.

CNDT 2020 Annual Report

1 unchanged sentence

The information required by this Item included under the following captions under “Proposal 1 - Election of Directors” in our 2021 Proxy Statement is incorporated herein by reference:

“Compensation Discussion and Analysis”, “Summary Compensation Table”, “Grants of Plan-Based Awards in 2019”, “Outstanding Equity Awards at 2019 Fiscal Year-End”, “Option Exercises and Stock Vested in 2019”, “Pension Benefits for the 2019 Fiscal Year”, “Nonqualified Deferred Compensation for the 2019 Fiscal Year”, “Potential Payments upon Termination or Change in Control”, “Summary of Annual Director Annual Compensation, "Compensation Committee Interlocks and Insider Participation” and “Compensation Committee”.

“Compensation Discussion and Analysis”, “Summary Compensation Table”, “Grants of Plan-Based Awards in 2020”, “Outstanding Equity Awards at 2020 Fiscal Year-End”, “Option Exercises and Stock Vested in 2020”, “Potential Payments upon Termination or Change in Control”, “Annual Director Compensation", "Equity Compensation Plan Information", "Compensation Committee Interlocks and Insider Participation” and “Compensation Committee”.

The information included under the heading “Compensation Committee Report” in our 2021 Proxy Statement is incorporated herein by reference;

1 unchanged sentence

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information required by this Item regarding security ownership of certain beneficial owners and management and securities authorized for issuance under equity compensation plans is incorporated herein by reference to the subsections entitled “Ownership of Company Securities,” and “Equity Compensation Plan Information” under “Proposal 1 - Election of Directors” in our 2020 Proxy Statement.

Information required by this Item is incorporated herein by reference to the subsections entitled "Securities Ownership," and “Equity Compensation Plan Information” under “Proposal 1 - Election of Directors” in our 2021 Proxy Statement.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information required by this Item regarding certain relationships and related transactions is incorporated herein by reference to the subsection entitled “Certain Relationships and Related Person Transactions” under “Proposal 1 - Election of Directors” in our 2020 Proxy Statement.

Information required by this Item is incorporated herein by reference to the subsection entitled “Certain Relationships and Related Person Transactions” under “Proposal 1 - Election of Directors” in our 2021 Proxy Statement.

The information regarding director independence is incorporated herein by reference to the subsections entitled “Corporate Governance” and “Director Independence” in the section entitled “Proposal 1 - Election of Directors” in our 2021 Proxy Statement.

PRINCIPAL AUDITOR FEES AND SERVICES

The information required by this Item regarding principal auditor fees and services is incorporated herein by reference to the section entitled “Proposal 2 - Ratification of Election of Independent Registered Public Accounting Firm” in our 2020 Proxy Statement.

The information required by this Item is incorporated herein by reference to the section entitled “Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm” in our 2021 Proxy Statement.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

7 unchanged sentences

▪ Notes to the Consolidated Financial Statements;

CNDT 2019 Annual Report

▪ All other schedules are omitted as they are not applicable, or the information required is included in the financial statements or notes thereto.

Financial Statement Schedules:

CNDT 2020 Annual Report

▪ Schedule II–Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 2020.

The exhibits filed herewith are set forth in the exhibit Index included herein.

(b) Management contracts or compensatory plans or arrangements listed that are applicable to the executive officers named in the Summary Compensation Table which appears in Registrant's 2020 Proxy Statement or to our directors are preceded by an asterisk (*).

(b) Management contracts or compensatory plans or arrangements listed that are applicable to the executive officers named in the Summary Compensation Table which appears in the Registrant's 2021 Proxy Statement or to our directors are preceded by an asterisk (*).

Valuation and Qualifying Accounts

14 unchanged sentences

(1) Account Receivables/Contract Assets:

additions charged to expense represent bad debt provisions relate to estimated losses due to credit and similar collectibility issues.

additions charged to expense represent bad debt provisions relate to estimated losses due to credit and similar collectability issues.

(2) Account Receivables:

42 unchanged sentences

4.2 4.2 Description of Securities.

Incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K dated February 26, 2020.

(See SEC File Number 001-37817)

10.1(a) Credit Agreement, dated as of December 7, 2016, among Conduent Incorporated, Xerox Business Services, LLC, Affiliated Computer Services International B.V., Conduent Finance, Inc., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

1 unchanged sentence

(See SEC File Number 001-37817).

CNDT 2020 Annual Report

10.1(b) Amendment No.

1 unchanged sentence

as Administrative Agent.

CNDT 2019 Annual Report

Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K dated April 11, 2017.

11 unchanged sentences

10.1(e) First Incremental Agreement, dated as of January 3, 2017, among JPMorgan Chase Bank, N.A., as Administrative Agent and Xerox Business Services, LLC.

Incorporated by reference to Exhibit 10.1(b) to the Registrant's Annual Report on Form 10-K dated March 10, 2017, (See SEC File Number 001-37817).

10.3(a) Tax Matters Agreement, dated as of December 30, 2016, by and between Xerox Corporation and Conduent Incorporated.

Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K dated January 3, 2017.

(See SEC File Number 001-37817).

10.3(b) Employee Matters Agreement, dated as of December 30, 2016, by and between Xerox Corporation and Conduent Incorporated.

Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K dated January 3, 2017.

(See SEC File Number 001-37817).

10.3(c) Intellectual Property Agreement, dated as of December 30, 2016, by and between Xerox Corporation and Conduent Incorporated.

Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K dated January 3, 2017.

Incorporated by reference to Exhibit 10.1(b) to the Registrant's Annual Report on Form 10-K dated March 10, 2017.

(See SEC File Number 001-37817).

21 unchanged sentences

(See SEC File Number 001-37817).

CNDT 2019 Annual Report

*10.6(a)(ii) Form of Restricted Stock Unit Award Agreement 2018 under the PIP, dated as of October 1, 2017.

4 unchanged sentences

(See SEC File Number 001-37817).

CNDT 2020 Annual Report

*10.6(a)(iv) Form of Restricted Stock Unit Award Agreement 2019 under the PIP.

9 unchanged sentences

*10.6(b)(ii) Form of Agreement under the ECPNED.

Incorporated by reference to Exhibit 10.6(b)(ii) to the Registrant's Annual Report on From 10-K dated March 10, 2017.

Incorporated by reference to Exhibit 10.6(b)(ii) to the Registrant's Annual Report on Form 10-K dated March 10, 2017.

(See SEC File Number 001-37817).

*10.6.(c) Registrant's Executive Change in Control Severance Plan dated as of April 25, 2017.

Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated August 28, 2017.

*10.6(a)(vi) Form of Restricted Stock Unit Award Agreement 2020 under the PIP.

Incorporated by reference to Exhibit 10 6(a)(vi) to the Registrant’s Quarterly Report on form 10-Q dated May 8, 2020.

(See SEC File Number 001-37817).

*10.6(d) Letter Agreement dated June 10, 2016 between Xerox Corporation and Ashok Vemuri regarding compensation arrangements.

Incorporated by reference to Exhibit 99.2 to Xerox Corporation’s Current Report on Form 8-K dated June 14, 2016.

*10.6(a)(vii) Form of Performance Restricted Stock Unit Award Agreement 2020 under the PIP.

Incorporated by reference to Exhibit 10 6(a)(vii) to the Registrant’s Quarterly Report on form 10-Q dated May 8, 2020.

(See SEC File Number 001-37817).

*10.6(d)(i) Separation Agreement dated June 4, 2019 between Conduent Incorporated and Ashok Vemuri

Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 4, 2019.

*10.6.(c) Registrant's Executive Change in Control Severance Plan dated as of April 25, 2017.

Incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K dated August 28, 2017.

(See SEC File Number 001-37817).

*10.6(e) Letter Agreement dated May 21, 2019 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

*10.6(d) Letter Agreement dated May 21, 2019 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

Incorporated by reference to Exhibit 10.6(h) to the Registrant’s Current Report on Form 8-K dated May 28, 2019.

(See SEC File Number 001-37817).

*10.6(e)(i) Letter Agreement dated August 6, 2019 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

*10.6(d)(i) Letter Agreement dated August 6, 2019 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

Incorporated by reference to Exhibit 10.6(j) to the Registrant’s Current Report on Form 8-K dated August 7, 2019.

(See SEC File Number 001-37817).

*10.6(e)(ii) Letter Agreement dated February 25, 2020 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

*10.6(f) Letter Agreement dated July 22, 2016 between Xerox Corporation and J.

Michael Peffer regarding compensation arrangements.

Incorporated by reference to Exhibit 10.12 to Registrant’s Amendment No.

4 to Form 10 dated October 21, 2016.

*10.6(d)(ii) Letter Agreement dated February 25, 2020 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

Incorporated by reference to Exhibit 10.6(e)(ii) to the Registrant’s Annual Report on Form 10-K dated February 26, 2020.

(See SEC File Number 001-37817).

*10.6(f)(i) Separation Agreement dated November 5, 2019 between Conduent Incorporated and J.

Michael Peffer.

*10.6(g) Letter Agreement dated September 6, 2016 between Xerox Corporation and Brian Webb-Walsh regarding compensation arrangements.

*10.6(d)(iii) Letter Agreement dated February 23, 2021 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

*10.6(e) Letter Agreement dated September 6, 2016 between Xerox Corporation and Brian Webb-Walsh regarding compensation arrangements.

Incorporated by reference to Exhibit 10.13 to Registrant’s Amendment No.

1 unchanged sentence

(See SEC File Number 001-37817).

*10.6(h) Letter Agreement dated May 15, 2019 between Conduent Incorporated and Mark S.

*10.6(i) Letter Agreement dated November 5, 2019 between Conduent Incorporated and Michael Krawitz.

CNDT 2019 Annual Report

*10.6(j) Separation Agreement dated January 13, 2020 between Conduent Incorporated and Jeffrey Friedel.

*10.6(f) Letter Agreement dated May 15, 2019 between Conduent Incorporated and Mark S.

Incorporated by reference to Exhibit 10.6(h) to the Registrant’s Annual Report on Form 10-K dated February 26, 2020.

(See SEC File Number 001-37817).

*10.6(g) Letter Agreement dated November 5, 2019 between Conduent Incorporated and Michael Krawitz .

Incorporated by reference to Exhibit 10.6(i) to the Registrant’s Annual Report on Form 10-K dated February 26, 2020.

(See SEC File Number 001-37817).

21.1 List of subsidiaries of Registrant .

1 unchanged sentence

31(a) Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a) .

CNDT 2020 Annual Report

31(b) Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a) .

26 unchanged sentences

Principal Accounting Officer:

Vice President and Chief Accounting Officer

/S/ NICHOLAS GRAZIANO

Nicholas Graziano

/S/ STEPHEN WOOD

Vice President, Corporate Controller and Principal Accounting Officer

/S/ HUNTER GARY

/S/ KATHY HIGGINS VICTOR

Kathy Higgins Victor

/s/ SCOTT LETIER

/S/ COURTNEY R.

Director and Chairman of the Board

/s/ JESSE LYNN

/S/ MICHAEL A.

/s/ STEVEN MILLER

Steven Miller

/S/ MICHAEL MONTELONGO

Michael Montelongo

/S/ MARGARITA PALÁU-HERNÁNDEZ

Margarita Paláu-Hernández

/S/ VIRGINIA M.

CNDT 2020 Annual Report

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures