March 02, 20260001677703falsefalse00016777032026-03-022026-03-02
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): March 2, 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):
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| ☐ | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Resignation
On March 2, 2026, Kathy Higgins Victor informed Conduent Incorporated (the “Company”) that she does not intend to stand for reelection at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) in order to focus on other professional commitments. Ms. Higgins Victor will remain a member of the Board and the Risk Oversight Committee and the Chair of the Compensation Committee until the Annual Meeting.
Ms. Higgins Victor’s decision not to stand for reelection was not the result of any disagreement with the Company’s operations, policies or practices.
Director Election
Effective March 4, 2026, the board of directors (the “Board”) of the Company elected Greta Van, Chief Audit Executive of Jack Henry & Associates, to the Board. Ms. Van will serve as a member of the Risk Oversight and Audit Committees of the Board.
Ms. Van will receive the standard director compensation that the Company provides to its non-employee directors (on a pro rata basis for fiscal year 2026) 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 Ms. Van and the Company that would be reportable under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Van and any other person relating to the selection of Ms. Van as a director of the Company.
Item 7.01. Regulation FD Disclosure.
On March 6, 2026, the Company issued a press release announcing the election of Ms. Van 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 March 6, 2026 |
| 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: March 6, 2026
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| CONDUENT INCORPORATED |
| |
| By: | | /s/ MICHAEL FISHERMAN |
| | Michael Fisherman |
| | Assistant Secretary |
News from Conduent
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Conduent Incorporated 100 Campus Drive, Suite 200 Florham Park, NJ 07932 |
| www.conduent.com |
Conduent Appoints Greta Van to Board of Directors
Finance and Technology Leader Brings Decades of Experience in Audit, Controls, Risk, Compliance and Strategy Across Global Public Companies
FLORHAM PARK, N.J., Mar. 6, 2026 — Conduent Incorporated (Nasdaq: CNDT), a global technology-driven business solutions and services company, today announced the appointment of Greta Van to its Board of Directors. Van brings more than two decades of progressive leadership experience spanning finance, audit, enterprise risk management, and strategic operations within global, publicly traded organizations.
Van currently serves as Chief Audit Executive at Jack Henry & Associates, a leading financial technology and payment processing provider. In this role, she advises the Board and Audit Committee on governance, internal controls, and enterprise risk while overseeing public company compliance and high‑value strategic consulting initiatives. She has transformed the company’s internal audit function, expanded its consulting mandate, delivered cost reductions in external audit engagements, and is valued as a strategic business partner to the operations team.
Van also held senior leadership roles at PRGX, Infor Global Solutions, Crawford & Company, Internap, Comverge, and Accretive Solutions. Her experience also includes enterprise strategy, M&A governance, information security, business continuity, and operational integration.
"Greta is an exceptional leader with broad experience across governance, risk, and strategy, and her deep operational and financial expertise makes her a valuable addition to our Board," said Harsha V. Agadi, Chief Executive Officer of Conduent. "Her ability to modernize complex functions, strengthen enterprise risk frameworks, and enhance board‑level reporting will help us advance our strategic priorities and deliver value to our clients, associates, and shareholders."
“I am honored to join Conduent’s Board at such a pivotal time in the company’s evolution,” said Van. “Conduent’s focus on technology‑driven solutions, operational excellence, outstanding client service and quality, and disciplined transformation aligns strongly with my professional experience. I look forward to partnering with the Board and leadership team to help further accelerate performance and strengthen governance across the enterprise.”
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About Conduent
Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 51,000 associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $80 billion in government payments annually, enabling approximately 2.0 billion customer service interactions annually, empowering millions of employees through HR services every year and processing over 14 million tolling transactions every day. Learn more at www.conduent.com.
Media Contacts
Sean Collins, Conduent, 310-497-9205 sean.collins2@conduent.com
Josh Overholt, Conduent, ir@conduent.com
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Trademarks
Conduent is a trademark of Conduent Incorporated in the United States and/or other countries. Other names may be trademarks of their respective owners.