Conduent (CNDT) director exits as Deason pact ends, board resets chairs
Rhea-AI Filing Summary
Conduent Inc (CNDT) reported governance changes related to a prior Shareholders Agreement with Darwin A. Deason dated December 18, 2018. Scott Letier, who had been appointed as Mr. Deason’s designee under that agreement, had previously delivered an irrevocable resignation effective once Mr. Deason and his controlled affiliates no longer beneficially owned at least 4.9% of Conduent’s outstanding voting securities.
After reviewing the agreement and related ownership status, the Board determined on August 26, 2026 that the resignation condition was satisfied, and Mr. Letier’s service as a director and committee member ended that day. The company states that, in light of Mr. Deason’s death on December 2, 2025, all obligations under the Shareholders Agreement have been satisfied and it is of no further force and effect. The Board reconstituted its committees: Michael Fucci now chairs the Audit and Compensation Committees, Adam Demuyakor chairs the Corporate Governance Committee, and Greta Van chairs the Risk Oversight Committee.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 1.02, 5.02
2 items
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Ownership threshold for resignation: 4.9% of the outstanding voting securities
Shareholders Agreement date: December 18, 2018
Darwin A. Deason date of death: December 2, 2025
+3 more
6 metrics
Ownership threshold for resignation
4.9% of the outstanding voting securities
Beneficial ownership condition tied to effectiveness of Scott Letier’s irrevocable resignation
Shareholders Agreement date
December 18, 2018
Date of Shareholders Agreement between Conduent and Darwin A. Deason
Darwin A. Deason date of death
December 2, 2025
Event after which Conduent states obligations under the Shareholders Agreement have been satisfied
Board determination date
August 26, 2026
Date Board determined conditions for Scott Letier’s irrevocable resignation were satisfied
Director departure date
August 26, 2026
Date Scott Letier’s service as director and committee member ended
Report signature date
August 28, 2026
Date Conduent authorized the report, signed by Anna Novoseletsky
Key Terms
Shareholders Agreement, irrevocable resignation, beneficial ownership, Corporate Governance Committee, +1 more
5 terms
irrevocable resignation regulatory
"Mr. Letier delivered to the Company an irrevocable resignation from his position"
beneficial ownership financial
"ceasing to have beneficial ownership of at least 4.9% of the outstanding voting securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Corporate Governance Committee regulatory
"the Corporate Governance Committee consists of Adam Demuyakor, as Chair"
A corporate governance committee is a group of board members responsible for defining and overseeing the rules, policies and ethical standards that guide how a company is run, how directors are chosen, and how conflicts are managed. For investors it matters because this committee acts like a referee and coach—shaping leadership choices, enforcing accountability and reducing governance-related risks that can affect trust, reputation and long-term value.
Risk Oversight Committee regulatory
"the Risk Oversight Committee consists of Greta Van, as Chair"
FAQ
What director change did Conduent Inc (CNDT) announce on August 26, 2026?
Conduent announced that Scott Letier ceased serving as a director and as a member of all Board committees on August 26, 2026, after the Board determined that the conditions of his previously delivered irrevocable resignation under the Shareholders Agreement had been satisfied.
What was the ownership threshold linked to Scott Letier’s resignation from CNDT’s board?
Scott Letier’s irrevocable resignation was structured to become effective once Darwin A. Deason, together with his controlled affiliates, ceased to have beneficial ownership of at least 4.9% of Conduent’s outstanding voting securities, a condition the Board determined was met on August 26, 2026.
Who are the new committee chairs on Conduent Inc (CNDT)’s Board?
Conduent reports that Michael Fucci is Chair of the Audit and Compensation Committees, Adam Demuyakor is Chair of the Corporate Governance Committee, and Greta Van is Chair of the Risk Oversight Committee following the reconstitution of committee memberships.
What committees did Scott Letier serve on at Conduent before his departure?
Before his departure, Scott Letier served as Chair of the Audit Committee and as a member of the Corporate Governance Committee and the Risk Oversight Committee of Conduent’s Board.
Did Conduent Inc (CNDT) report a termination of a material agreement in this 8-K?
Yes. Conduent reports under Item 1.02 that the disclosures about the Shareholders Agreement in Item 5.02 are incorporated by reference, and states that the agreement is of no further force and effect after its obligations were satisfied.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 26, 2026
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (844 ) 663-2638
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Departure
On August 25 and 26, 2026, in connection with its scheduled annual review of the Shareholders Agreement, dated December 18, 2018, between the Company and Darwin A. Deason (the “Shareholders Agreement”), the Board of Directors of the Company (the “Board”) reviewed the status of the Shareholders Agreement and of the irrevocable resignation delivered thereunder by Scott Letier.
Mr. Letier was appointed to the Board as Mr. Deason’s designee under the Shareholders Agreement. Concurrently with the execution of the Shareholders Agreement, Mr. Letier delivered to the Company an irrevocable resignation from his position as a director of the Company and from all committees of the Board on which he serves, to become effective upon Mr. Deason, together with his controlled affiliates, ceasing to have beneficial ownership of at least 4.9% of the outstanding voting securities of the Company. Mr. Deason died on December 2, 2025. By its terms, the Shareholders Agreement and the rights thereunder are not assignable, directly or indirectly, by operation of law or otherwise.
Following its review, and upon the recommendation of the Corporate Governance Committee, the Board determined on August 26, 2026 that the conditions to Mr. Letier’s irrevocable resignation have been satisfied. Mr. Letier’s service as a director of the Company and on all committees of the Board on which he served ended on August 26, 2026. In addition, in light of Mr. Deason’s death all of the Company’s obligations under the Shareholders Agreement have been satisfied and the Shareholders Agreement is of no further force and effect.
Prior to his departure, Mr. Letier served as Chair of the Audit Committee of the Board and as a member of the Corporate Governance Committee and the Risk Oversight Committee of the Board. In connection with Mr. Letier’s departure, the Board appointed the members and Chairs of its standing committees as follows: the Audit Committee consists of Michael Fucci, as Chair, Greta Van and Adam Demuyakor; the Compensation Committee consists of Michael Fucci, as Chair, Margarita Paláu-Hernández, Greta Van and Adam Demuyakor; the Corporate Governance Committee consists of Adam Demuyakor, as Chair, Michael Fucci and Margarita Paláu-Hernández; and the Risk Oversight Committee consists of Greta Van, as Chair, Michael Fucci, Margarita Paláu-Hernández and Adam Demuyakor.
Item 1.02 Termination of a Material Definitive Agreement.
The disclosures included in Item 5.02 above are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this report to be signed on its behalf by the undersigned duly authorized.
Date: August 28, 2026
| CONDUENT INCORPORATED | ||||||||||||||
| By: | /s/ Anna Novoseletsky | |||||||||||||
| Anna Novoseletsky | ||||||||||||||
| Executive Vice President, General Counsel and Secretary | ||||||||||||||