CNDT adds former Deloitte U.S. leader Michael J. Fucci to its Board
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Conduent (CNDT) appointed Michael J. Fucci to its Board of Directors, effective October 27, 2025. Fucci is the former Executive Chairman of Deloitte U.S. LLP. He will receive the Company’s standard non‑employee director compensation on a pro rata basis for fiscal year 2025, as outlined in Conduent’s April 8, 2025 proxy statement.
The filing states there are no transactions with Mr. Fucci requiring disclosure under Item 404(a) of Regulation S‑K and no arrangements or understandings related to his selection. Conduent furnished a press release announcing the appointment as Exhibit 99.1.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
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.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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): October 27, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 27, 2025, the board of directors (the “Board”) of Conduent Incorporated (the “Company”) elected Michael J. Fucci, former Executive Chairman of Deloitte U.S. LLP, to the Board.
Mr. Fucci will receive the standard director compensation that the Company provides to its non-employee directors (on a pro rata basis for fiscal year 2025) as described in the “Annual Director Compensation” section of the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2025. As of the date hereof, there are no transactions between Mr. Fucci and the Company that would be reportable under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Fucci and any other person relating to the selection of Mr. Fucci as a director of the Company.
Item 7.01. Regulation FD Disclosure.
On October 31, 2025, Company issued a press release announcing the election of Mr. Fucci to the Board, a copy of which is furnished as Exhibit 99.1 hereto.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
99.1 | Press Release, dated October 31, 2025. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: October 31, 2025
| CONDUENT INCORPORATED | ||||||||||||||
| By: | /s/ MICHAEL FISHERMAN | |||||||||||||
| Michael Fisherman | ||||||||||||||
| Assistant Secretary | ||||||||||||||
FAQ
What did Conduent (CNDT) announce in this 8-K?
Conduent elected Michael J. Fucci, former Executive Chairman of Deloitte U.S. LLP, to its Board effective October 27, 2025.
When is Michael J. Fucci’s appointment to Conduent’s Board effective?
His appointment is effective October 27, 2025.
How will Conduent compensate Michael J. Fucci as a director?
He will receive standard non‑employee director compensation on a pro rata basis for fiscal year 2025, per the April 8, 2025 proxy.
Was a press release issued about the appointment?
Yes. Conduent furnished a press release as Exhibit 99.1 dated October 31, 2025.
Does the filing mention any arrangements behind Mr. Fucci’s selection?
No. It states there is no arrangement or understanding with any person related to his selection.