Item 2. Unregistered Sales of Equity Securities
ITEM 2 — UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Sales of Unregistered Securities during the Quarter ended June 30, 2021
During the quarter ended June 30, 2021, the Company did not issue any securities in transactions that were not registered under the Securities Act of 1933, as amended.
(b) Issuer Purchases of Equity Securities during the Quarter ended June 30, 2021
None .
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ITEM 6 — EXHIBITS
3.1 Restated Certificate of Incorporation of Registrant filed with the Department of the State of New York on December 31, 2016.
Incorporated by reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K dated December 23, 2016.
3.2 Amended and Restated By-Laws of Registrant as amended through December 31, 2016.
Incorporated by reference to Exhibit 3.2 to Registrants Current Report on Form 8-K dated December 23, 2016.
10.6(a)(ix) Registrant’s 2021 Performance Incentive Plan .
Incorporated by reference to Annex A to Registrant's Proxy Filing on Schedule 14 dated April 9, 2021.
10.6(a)(x) Form of Restricted Stock Unit Award Agreement 2021 under the 2021 PIP.
10.6(a)(xi) Form of Performance Stock Unit Award Agreement 2021 (Revenue Metric) under the 2021 PIP.
10.6(a)(xii) Form of Performance Stock Unit Award Agreement 2021 (Share Hurdle Metric) under the 2021 PIP.
10.6(a)(xiii) Form of Agreement For Non-Employee Directors under 2021 PIP.
10.6(h) Letter Agreement dated May 5, 2021, between Registrant and Stephen Wood
Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K dated May 4, 2021.
31(a)
Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31(b)
Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
32 Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase.
101.SCH Inline XBRL Taxonomy Extension Schema Linkbase.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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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 thereunto duly authorized.
CONDUENT INCORPORATED
(Registrant)
By: /S/ STEPHEN WOOD
Stephen Wood
Chief Financial Officer
(Principal Financial Officer)
Date: August 5, 2021
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