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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-22 · 62 added, 86 removed, 139 unchanged (52% of the section changed)

19 unchanged sentences

OTHER INFORMATION

During the three months ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

3 unchanged sentences

The 2024 Proxy Statement is expected to be filed within 120 days after the end of our fiscal year ended December 31, 2023.

The information regarding compliance with Section 16(a) of the Securities and Exchange Act of 1934 is incorporated herein by reference to the section entitled “Delinquent Section 16(a) Report" of our 2023 Proxy Statement.

The information required by this Item regarding the Audit Committee, its members and the Audit Committee financial experts is incorporated by reference herein from the subsection entitled “Committee Functions, Membership and Meetings” in the section entitled “Proposal 1 - Election of Directors” in our 2023 Proxy Statement.

We have adopted a code of ethics applicable to our principal executive officer, principal financial officer and principal accounting officer (Finance Code of Conduct).

If applicable, the information regarding compliance with Section 16(a) of the Securities and Exchange Act of 1934 is incorporated herein by reference to the section entitled “Delinquent Section 16(a) Reports" of our 2024 Proxy Statement.

The information required by this Item regarding the Audit Committee, its members and the Audit Committee financial experts is incorporated by reference herein from the subsection entitled “Committee Functions, Membership and Meetings” in the section entitled “Board of Directors and Board Committees” in our 2024 Proxy Statement.

We have adopted a code of ethics applicable to our principal executive officer, principal financial officer and principal accounting officer (the "Finance Code of Conduct").

The Finance Code of Conduct can be found on our website at:

3 unchanged sentences

EXECUTIVE COMPENSATION

The information required by this Item included under the following captions under “Proposal 1 - Election of Directors” in our 2023 Proxy Statement is incorporated herein by reference:

“Compensation Discussion and Analysis”, “Summary Compensation Table”, “Grants of Plan-Based Awards in 2022”, “Outstanding Equity Awards at 2022 Fiscal Year-End”, “Option Exercises and Stock Vested in 2022”, “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 2023 Proxy Statement is incorporated herein by reference;

The information required by this Item included under the following captions in our 2024 Proxy Statement is incorporated herein by reference:

“Compensation Discussion and Analysis” (including the “Summary Compensation Table”, “Grants of Plan-Based Awards in 2023”, “Outstanding Equity Awards at 2023 Fiscal Year-End”, “Option Exercises and Stock Vested in 2023”, “Potential Payments upon Termination or Change in Control”, and “Compensation Committee Report” subsections), “Annual Director Compensation” and “Compensation Committee Interlocks and Insider Participation”.The information included under the heading “Compensation Committee Report” in our 2024 Proxy Statement is incorporated herein by reference;

however, this information shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act.

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

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 2023 Proxy Statement.

CNDT 2023 Annual Report

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

Information required by this Item is incorporated herein by reference to the subsections entitled "Securities Ownership," and “Equity Compensation Plan Information” in our 2024 Proxy Statement.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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 2023 Proxy Statement.

Information required by this Item is incorporated herein by reference to the subsection entitled “Certain Relationships and Related Person Transactions” in our 2024 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 2024 Proxy Statement.

42 unchanged sentences

EXHIBIT INDEX

Document and Location

3.1 Restated Certificate of Incorporation of Registrant as of December 23, 2016.

Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated December 23, 2016.

(See SEC File Number 001-37817).

3.2 Amended and Restated By-Laws of Registrant as amended through December 31, 2016.

Incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K dated December 23, 2016.

(See SEC File Number 001-37817).

Incorporated by Reference

Description Filed Herewith Form Exhibit No.

2.1 Custodial Transfer and Purchase Agreement, between Conduent Business Services, LLC and HealthEquity, Inc., dated as of September 18, 2023.

8-K 2.1 9/19/2023

3.1 Restated Certificate of Incorporation of Registrant filed with the Department of the State of New York on December 31, 2016.

8-K 3.1 12/23/2016

3.2 Amended and Restated By-Laws of Registrant as amended through October 31, 2023.

10-Q 3.2 11/1/2023

4.1 Indenture, dated as of October 15, 2021, among Conduent Incorporated, Conduent Business Services, LLC, Conduent State & Local Solutions, Inc., Affiliated Business Services International, B.V., the Guarantors party thereto from time to time, the Lenders and L/C Issuers party thereto from time to time and Bank of America, N.A., as Administrative Agent.

Incorporated by reference to Exhibit 4.4(g) to Registrant’s Quarterly Report on Form 10-Q dated November 4, 2021.

(See SEC File Number 001-37817).

10-Q 4.4(g) 11/4/2021

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-K 4.2 2/26/2020

10.1 Credit Agreement, dated as of October 15, 2021, among Conduent Incorporated, Conduent Business Services, LLC, Conduent State & Local Solutions, Inc., Affiliated Computer Services International B.V., the Guarantors party thereto from time to time, the Lenders and L/C Issuers party thereto from time to time and Bank of America, N.A., as Administrative Agent.

Incorporated by reference to Exhibit 10.6(f) to Registrant’s Quarterly Report on Form 10-Q dated November 14, 2021.

(See SEC File Number 001-37817).

10-Q 10.1 11/14/2021

10.2(a) Joinder Agreement to Agreement, dated December 31, 2016, among Conduent Incorporated, Xerox Corporation, Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P.

Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C.

Incorporated by reference to Exhibit 10.6 to Registrant’s Current Report on Form 8-K dated January 3, 2017.

(See SEC File Number 001-37817).

8-K 10.6(f) 1/3/2017

10.2(b) Agreement, dated January 28, 2016, among Xerox Corporation, Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P.

Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C.

Incorporated by reference to Exhibit 10.6 to Registrant’s Amendment No.

1 to Form 10 dated August 15, 2016.

(See SEC File Number 001-37817).

ment 1 to Form 10 10.6 8/15/2016

10.3(a) Exchange Agreement dated October 27, 2016 by and among Darwin A.

Deason, Conduent Incorporated and Xerox Corporation.

Incorporated by reference to Exhibit 10.14 to Registrant’s Amendment No.

5 to Form 10 dated October 28, 2016.

(See SEC File Number 001-37817).

ment 5 to Form 10 10.14 10/28/2016

10.3(b) Shareholders Agreement dated December 18, 2018 by and between Darwin Deason and Conduent Incorporated.

Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated December 18, 2018.

(See SEC File Number 001-37817).

8-K 10.1 12/18/2018

*10.4(a)(i) 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-Q 10.6(a)(vi) 5/8/2020

*10.4(a)(ii) 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-Q 10.6(a)(vii) 5/8/2020

*10.4(a)(iii) Registrant’s 2021 Performance Incentive Plan (“2021 PIP”).

Incorporated by reference to Annex A to Registrant’s Proxy Filing on Schedule 14 dated April 9, 2021.

(See SEC File Number 001-37817).

CNDT 2022 Annual Report

DEF 14A Annex A 4/9/2021

*10.4(a)(iv) Form of Restricted Stock Unit Award Agreement 2021 under the 2021 PIP.

Incorporated by reference to Exhibit 10 6(a)(x) to the Registrant’s Quarterly Report on Form 10-Q dated August 5, 2021.

(See SEC File Number 001-37817).

10-Q 10.6(a)(x) 8/5/2021

*10.4(a)(v) Form of Performance Stock Unit Award Agreement 2021 ( " Revenue Metric " ) under the 2021 PIP.

Incorporated by reference to Exhibit 10 6(a)(xi) to the Registrant’s Quarterly Report on Form 10-Q dated August 5, 2021.

(See SEC File Number 001-37817).

10-Q 10.6(a)(xi) 8/5/2021

*10.4(a)(vi) Form of Performance Stock Unit Award Agreement 2021 ( " Share Hurdle Metric " ) under the 2021 PIP.

Incorporated by reference to Exhibit 10 6(a)(xii) to the Registrant’s Quarterly Report on Form 10-Q dated August 5, 2021.

(See SEC File Number 001-37817).

10-Q 10.6(a)(xii) 8/5/2021

*10.4(a)(vii) Form of Restricted Stock Unit Award Agreement 2022 under the 2021 PIP

Incorporated by reference to Exhibit 10 6(a)(ix) to the Registrant’s Quarterly Report on Form 10-Q dated May 3, 2022.

(See SEC File Number 001-37817).

10-Q 10.6(a)(ix) 5/3/2022

*10.4(a)(viii) Form of Performance Restricted Stock Unit Award Agreement 2022 under the 2021 PIP

Incorporated by reference to Exhibit 10 6(a)(ix) to the Registrant’s Quarterly Report on Form 10-Q dated May 3, 2022.

(See SEC File Number 001-37817).

10-Q 10.6(a)(x) 5/3/2022

CNDT 2023 Annual Report

*10.4(a)(ix) Form of Agreement for Non-Employee Directors under 2021 PIP.

Incorporated by reference to Exhibit 10 6(a)(xiii) to the Registrant’s Quarterly Report on Form 10-Q dated August 5, 2021.

(See SEC File Number 001-37817).

10-Q 10.6(a)(xiii) 8/5/2021

*10.4(a)(x) Registrant’s Equity Compensation Plan for Non-Employee Directors dated as of December 15, 2016 (“ECPNED”).

Incorporated by reference to Exhibit 4.4 to Registrant’s Registration Statement No.

333-215361 dated December 29, 2016.

(See SEC File Number 001-37817).

Registration Statement on Form S-8 (No.

333-215361) 4.4 12/29/2016

*10.4(a)(xi) Form of Restricted Stock Unit Award Agreement 2023 under the 2021 PIP.

10-Q 10.6(a)(i) 5/3/2023

*10.4(a)(xii) Form of Performance Stock Unit Award Agreement 2023 (Revenue Growth) under the 2021 PIP.

10-Q 10.6(a)(ii) 5/3/2023

*10.4(a)(xiii) Form of Performance Stock Unit Award Agreement 2023 (rTSR) under the 2021 PIP.

10-Q 10.6(a)(iii) 5/3/2023

*10.4(b) 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).

8-K 10.1 8/28/2017

*10.4(c)(i) 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).

8-K 10.6(h) 5/28/2019

10.4(c)(ii) 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).

8-K 10.6(j) 8/7/2019

*10.4(c)(iii) 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-K 10.6(e)(ii) 2/26/2020

*10.4(c)(iv) Letter Agreement dated February 23, 2021 between Conduent Incorporated and Clifford Skelton regarding compensation arrangements.

Incorporated by reference to Exhibit 10.6(d)(iii) to the Registrant’s Annual Report on Form 10-K dated February 24, 2021.

(See SEC File Number 001-37817).

10-K 10.6(d)(iii) 2/24/2021

*10.4(d) Letter Agreement dated May 5, 2021 between Conduent Incorporated and Stephen Wood regarding compensation arrangements.

Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated May 5, 2021.

(See SEC File Number 001-37817).

*10.6(e) 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(f) 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).

*10.6(g) U.S.

8-K 10.1 5/5/2021

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

10-K 10.6(i) 2/26/2020

*10.4(f) U.S.

Executive Severance Policy, as amended

CNDT 2022 Annual Report

Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q dated August 2, 2022.

(See SEC File Number 001-37817)

10-Q 10.1 8/2/2022

*10.4(g) Form of Director and Officer Indemnification Agreement

10-Q 10.1 11/1/2023

19 Insider Trading Policy

21 List of subsidiaries of Registrant.

23 Consent of PricewaterhouseCoopers LLP.

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).

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

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.

§1350 as adopted pursuant to §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.

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101.DEF Inline XBRL Taxonomy Extension Definition Linkbase.

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97 Conduent Incorporated Compensation Recoupment Policy, effective as of October 31, 2023

101 The following materials from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL:

(i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders' Equity and (vi) Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

CNDT 2023 Annual Report

* Indicates management contract or compensatory plan or arrangement.

** Filed herewith.

*** Furnished herewith.

** Document has been furnished, is deemed not filed and is not to be incorporated by reference into any of Registrant’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.

CNDT 2023 Annual Report

28 unchanged sentences

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