Conduent (NASDAQ: CNDT) investors back board, auditor and 2025 executive pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Conduent Incorporated held its Annual Meeting of Shareholders on May 14, 2026. All director nominees were elected, each receiving around 94–96 million votes in favor, with substantially fewer votes against or abstaining.

Shareholders also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 with 126,920,182 votes for and limited opposition. In addition, shareholders approved, on an advisory basis, the 2025 compensation of the company’s Named Executive Officers, with 90,937,311 votes for and 8,334,262 against, indicating broad support for the executive pay program.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Harsha V. Agadi director votes for: 95,970,381 votes Michael Fucci director votes for: 95,108,906 votes Scott Letier director votes for: 94,247,241 votes +3 more

6 metrics

Harsha V. Agadi director votes for 95,970,381 votes Election of directors at Annual Meeting on May 14, 2026

Michael Fucci director votes for 95,108,906 votes Election of directors at Annual Meeting on May 14, 2026

Scott Letier director votes for 94,247,241 votes Election of directors at Annual Meeting on May 14, 2026

PwC ratification votes for 126,920,182 votes Ratification of independent registered public accounting firm for 2026

Say-on-pay votes for 90,937,311 votes Advisory approval of 2025 compensation of Named Executive Officers

Say-on-pay votes against 8,334,262 votes Advisory approval of 2025 compensation of Named Executive Officers

Key Terms

Annual Meeting of Shareholders, independent registered public accounting firm, advisory basis, Named Executive Officers

4 terms

Annual Meeting of Shareholders financial

"On May 14, 2026, Conduent Incorporated held its Annual Meeting of Shareholders."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

independent registered public accounting firm financial

"Ratification of selection of PricewaterhouseCoopers LLP as the Registrant's independent registered public accounting firm for 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"Approval, on an advisory basis, of the 2025 compensation of the Registrant’s Named Executive Officers."

Named Executive Officers financial

"the 2025 compensation of the Registrant’s Named Executive Officers, as disclosed in the Registrant’s 2026 Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Understanding 8-K Material Events →

05/14/2026 - 04:14 PM

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): May 14, 2026

CONDUENT INCORPORATED

(Exact name of registrant as specified in its charter)

New York

001-37817

81-2983623

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)


100 Campus Drive,		Suite 200,
Florham Park,	New Jersey
07932
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (844) 663-2638

Not Applicable

(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)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CNDT	NASDAQ Global Select Market

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 5.07. Submission of Matters to a Vote of Security Holders.

(a) On May 14, 2026, Conduent Incorporated (the Registrant) held its Annual Meeting of Shareholders.

(b) Shareholders voted on the matters set forth below as follows:

1.Election of directors. All nominees for director were elected.


Name	For	Against	Abstain	Non Votes
Harsha V. Agadi	95,970,381	1,096,938	2,335,857	28,353,293
Michael Fucci	95,108,906	1,961,296	2,332,974	28,353,293
Scott Letier	94,247,241	2,811,529	2,344,406	28,353,293
Margarita Paláu-Hernández	94,859,140	2,192,929	2,351,107	28,353,293
Greta Van	96,197,586	3,132,114	73,476	28,353,293

2. Ratification of selection of PricewaterhouseCoopers LLP as the Registrant's independent registered public accounting firm for 2026. The selection of PricewaterhouseCoopers LLP was ratified.


For	Against	Abstain	Non Votes
126,920,182	626,458	209,829	—

3. Approval, on an advisory basis, of the 2025 compensation of the Registrant’s Named Executive Officers, as disclosed in the Registrant’s 2026 Proxy Statement. The 2025 compensation of the Registrant’s Named Executive Officers, as disclosed in the Registrant’s 2026 Proxy Statement, was approved on an advisory basis.


For	Against	Abstain	Non Votes
90,937,311	8,334,262	131,603	28,353,293

(d) Not Applicable.

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: May 14, 2026

CONDUENT INCORPORATED

By:

/s/ MICHAEL FISHERMAN

Michael Fisherman

Assistant Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Conduent (CNDT) shareholders approve at the May 14, 2026 meeting?

Conduent shareholders approved all director nominees, ratified PricewaterhouseCoopers LLP as auditor for 2026, and backed the 2025 executive compensation program on an advisory basis. These results indicate broad support for the company’s board, auditor selection, and executive pay structure.

How did Conduent (CNDT) shareholders vote on director elections in 2026?

All Conduent director nominees were elected with strong support. For example, Harsha V. Agadi received 95,970,381 votes for, 1,096,938 against, and 2,335,857 abstentions, with 28,353,293 broker non-votes, showing solid backing for the board slate.

Was PricewaterhouseCoopers ratified as Conduent’s 2026 auditor?

Yes. Shareholders ratified PricewaterhouseCoopers LLP as Conduent’s independent registered public accounting firm for 2026 with 126,920,182 votes for, 626,458 against, and 209,829 abstentions, reflecting strong support for continuing the existing audit relationship.

How did Conduent (CNDT) shareholders vote on executive compensation for 2025?

Shareholders approved, on an advisory basis, the 2025 compensation of Conduent’s Named Executive Officers with 90,937,311 votes for, 8,334,262 against, 131,603 abstentions, and 28,353,293 non-votes. This advisory vote indicates shareholder acceptance of the disclosed pay program.

What is a say-on-pay vote like the one Conduent held in 2026?

A say-on-pay vote lets shareholders express approval or disapproval of executive compensation on an advisory basis. Conduent’s 2026 meeting included such a vote on 2025 pay, which shareholders approved, signaling general support without directly changing contractual compensation terms.

Filing Exhibits & Attachments

3 documents