Conduent (CNDT) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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 25, 2017

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

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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-2 of the Securities Exchange Act of 1934 (CFR240.12b-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 25, 2017 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
Paul S. Galant		159,334,532		329,721		143,160		17,928,190
Joie Gregor		159,361,982		302,917		142,514		17,928,190
Vincent J. Intrieri		157,191,100		2,506,266		110,047		17,928,190
Courtney Mather		158,271,044		1,419,791		116,578		17,928,190
Michael Nevin		158,800,523		893,444		113,446		17,928,190
Michael A. Nutter		158,829,539		863,028		114,846		17,928,190
William G. Parrett		150,814,202		8,378,368		614,843		17,928,190
Ashok Vemuri		159,403,364		292,096		111,953		17,928,190
Virginia M. Wilson		159,460,600		208,645		138,168		17,928,190

2. Ratification of selection of PricewaterhouseCoopers LLP as Registrant’s independent registered public accounting firm for 2017. The selection of PricewaterhouseCoopers LLP was ratified.

For	Against	Abstain	Non Votes
177,057,020	526,970	151,613		0

3. Approval, on an advisory basis, of the 2016 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2017 Proxy Statement. The 2016 compensation of Registrant’s Named Executive Officers, as disclosed in Registrant’s 2017 Proxy Statement, was approved on an advisory basis.

For	Against	Abstain	Non Votes
157,218,706	1,895,885	692,822		17,928,190

4. Selection, on an advisory basis, of the frequency of futurenon-binding shareholder votes on the compensation of Registrant’s Named Executive Officers. A majority of the votes cast by Shareholders, on an advisory basis, was for a frequency of one year.

One Year	Two Years		Three Years		Abstain		Non Votes
147,655,526		180,370		9,200,598		2,770,889		17,928,190

5. Approval of the material terms of the performance goals under the Conduent Performance Incentive Plan for purposes of Section 162(M) of the Internal Revenue Code. A majority of the votes cast by Shareholders was for approval of the material terms of the performance goals under the Conduent Performance Incentive Plan.

For		Against		Abstain	Non Votes
	134,965,936		24,469,690	371,787		17,928,190

(c) Not Applicable

(d) Based on the results set forth in Item (b)4 above, Registrant’s Board of Directors has determined that advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next advisory vote on the frequency of shareholder votes on executive compensation, which will occur not later than Registrant’s Annual Meeting of Shareholders in 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONDUENT INCORPORATED
	By:	/s/ J. Michael Peffer
	Name:	J. Michael Peffer
Date: May 26, 2017	Position:	Executive Vice President, General Counsel and
		Secretary