Item 5. Other Information
ITEM 5 — OTHER INFORMATION
10b5-1 Plans
During the three months ended March 31, 2024, 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).
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ITEM 6 — EXHIBITS
Incorporated by Reference
Exhibit No. Description Filed Herewith Form Exhibit No. Filing Date
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
10.1** Form of Director and Officer Indemnification Agreement.
10-Q 10.1 11/1/2023
10.6(a)(i)** Form of Restricted Stock Unit Award Agreement 2024 under the 2021 PIP
X
10.6(a)(ii)** Form of Performance Stock Unit Award Agreement 2024 (Adjusted Revenue Growth) under the 2021 PIP.
X
10.6(a)(iii)** Form of Performance Stock Unit Award Agreement 2024 (rTSR) under the 2021 PIP.
X
31(a)
Certification of CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
X
31(b)
Certification of CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a).
X
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.
X
101 The following materials from the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 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).
————————
* 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.
** Indicates management contract or compensatory plan or arrangement.
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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: May 2, 2024
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.