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): December 18, 2018
CONDUENT INCORPORATED
(Exact name of registrant as specified in its charter)
| New York | 001-37817 | 81-2983623 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
100 Campus Drive, Suite 200
Florham Park, New Jersey
(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)) |
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 1.01. Entry into a Material Definitive Agreement
Paul S. Galant, an existing director of Conduent Incorporated (the “Company”) whose term expires at the 2019 annual meeting of the shareholders of the Company (the “2019 Annual Meeting”), tendered his resignation as a director of the Company, in accordance with the Corporate Governance Guidelines of the Company and the Amended and Restated Bylaws of the Company, due to a substantial change in his position of principal employment. Mr. Galant’s resignation was effective as of December 18, 2018.
On December 18, 2018, the Company entered into a Shareholders Agreement (the “Agreement”) with Darwin Deason, pursuant to which, given that Mr. Galant’s resignation from the board of directors of the Company (the “Board”) was effective as of December 18, 2018, the Company appointed Scott Letier to the Board to fill the vacancy resulting from Mr. Galant’s resignation, with such appointment to be effective immediately following the effectiveness of Mr. Galant’s resignation on December 18, 2018. On such date, Mr. Letier was also appointed to the Finance Committee of the Board, and William Parrett, an existing director of the Company, stepped off of the Finance Committee of the Board and was appointed to the Compensation Committee of the Board. In addition, the Company has agreed to include Mr. Letier as part of the Company’s slate of nominees for election to the Board at the 2019 Annual Meeting. The Agreement also includes customary voting and standstill provisions.
Mr. Letier will receive the standard director compensation that the Company provides to its non-employee directors as described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2018. As of the date hereof, there are no transactions between Mr. Letier and the Company that would be reportable under Item 404(a) of Regulation S-K.
A copy of the Agreement is attached as Exhibit 10.1 to this Report and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The description of the matters included under Item 1.01 are incorporated into this Item 5.02 by reference.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the matters to be considered at the 2019 annual meeting of the shareholders (the “2019 Annual Meeting”) of Conduent Incorporated (“Conduent”). In connection with the 2019 Annual Meeting, Conduent plans to file with the Securities and Exchange Commission (“SEC”) and furnish to Conduent’s shareholders one or more proxy statements and other relevant documents. BEFORE MAKING ANY VOTING DECISION, CONDUENT’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT(S) IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE 2019 ANNUAL MEETING OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE 2019 ANNUAL MEETING AND THE PARTIES RELATED THERETO. Conduent’s shareholders will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, Conduent’s shareholders may obtain a free copy of Conduent’s filings with the SEC from Conduent’s website at http://www.conduent.com under the heading “Investor Relations” and then under the heading “SEC Filings.”
Participants in the Solicitation
The directors, executive officers and certain other members of management and employees of Conduent may be deemed “participants” in the solicitation of proxies from shareholders of Conduent in connection with the matters to be considered at the 2019 Annual Meeting. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of Conduent in connection with the 2019 Annual Meeting will be set forth in the applicable proxy statement and other relevant documents to be filed with the SEC. You can find information about Conduent’s executive officers and directors in Conduent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, Conduent’s and such persons’ other filings with the SEC and in Conduent’s definitive proxy statement filed with the SEC on Schedule 14A.
| Item 9.01. Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
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.
| CONDUENT INCORPORATED | |||
| By: | /s/ J. Michael Peffer | ||
| J. Michael Peffer | |||
| Date: December 19, 2018 | Executive Vice President, General Counsel and Secretary | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Shareholders Agreement dated December 18, 2018 between Darwin Deason and Registrant |