🧾 What This Document Is

This is a proxy statement, specifically a DEF 14A. Think of it as an invitation and instruction manual for shareholders. Conduent is asking its owners (the shareholders) to vote on important company decisions at its upcoming annual meeting. The meeting will be held virtually on May 14, 2026.

👉 Why it matters: This document tells you what the company wants shareholders to decide, who is running the show (the board), and how much the top bosses get paid. It's a key report on corporate governance.

🏢 What The Company Does

In simple terms, Conduent is a large business services company. They handle complex, high-volume processes for other organizations and governments. This includes things like managing healthcare claims, processing payments, administering benefit programs, and handling customer interactions. They essentially operate as the behind-the-scenes engine for critical administrative functions.

🗳️ The Three Big Votes

Shareholders are being asked to vote on three main proposals at the annual meeting:

Elect Five Directors: Choose the five people nominated to run the company on your behalf.
Ratify the Auditor: Approve PricewaterhouseCoopers LLP as the independent accounting firm for 2026. This is a standard yearly vote.
Approve Executive Pay (Advisory): Give a "say on pay" for the 2025 compensation of the top executives. This vote is non-binding but important feedback for the board.

👉 The board recommends voting FOR all three proposals.

👥 Meet the Leadership (Director Nominees)

The board proposes five directors. Here’s a quick look at their backgrounds:

Harsha V. Agadi: The new President & CEO (since Jan 2026). He's the only non-independent nominee because he runs the company.
Michael Fucci: Retired Chair of Deloitte US. Brings major audit and leadership experience.
Scott Letier: Manages the Deason family office. Sits on the board per an agreement with a major shareholder.
Margarita Paláu-Hernández: Chair of the Board. Founder of Hernández Ventures with deep business and board experience.
Greta Van: New nominee (since 2026). Chief Audit Executive at Jack Henry & Associates, bringing strong audit and risk expertise.

The board highlights its diversity. As of 2026, the board has 3 women and 3 men, with 1 member identifying as Asian and 1 as Hispanic/Latinx.

⚙️ How the Board Works

The board is split into four specialized committees, each with a specific job:

Audit Committee: Oversees financial reporting and the outside auditor. Met 8 times in 2025.
Compensation Committee: Decides executive pay. Met 6 times in 2025.
Corporate Governance Committee: Finds director candidates and handles governance rules. Met 5 times in 2025.
Risk Oversight Committee: Monitors major company risks (cyber, operations, etc.). Met 4 times in 2025.

👉 All board members, except the CEO, are deemed independent by Nasdaq rules. The company separates the roles of Board Chair (Paláu-Hernández) and CEO (Agadi).

💰 Executive Compensation Snapshot

This is a huge section, but here are the key concepts:

Pay-for-Performance: The company says it ties executive pay closely to company performance. They measure this using metrics like revenue, profit, and shareholder return compared to a peer group.
Who’s Paid: The "Named Executive Officers" (NEOs) include the CEO, CFO, and the next three highest-paid executives. Their total compensation for 2025 is detailed in a table.
The Vote: Shareholders get to vote on whether they approve of this pay structure (Proposal 3). It’s advisory, but the board says they’ll consider the result when making future pay decisions.

🔗 Key Relationships & Policies

Related-Party Transactions: The company has a policy to review any transaction over $120,000 involving a director or executive to prevent conflicts of interest.
Shareholder Agreement: There's a special agreement with the Deason family (a large shareholder) requiring them to vote in favor of the board's director nominees. This is why Scott Letier is on the board.

📅 Key Logistics

Record Date: You must have owned shares by March 23, 2026, to vote.
Virtual Meeting: The annual meeting is online only at https://meetnow.global/MSQMFJ4.
How to Vote: You can vote by Internet, telephone, mail, or electronically during the meeting.
Deadline for 2027 Proposals: Shareholders who want to propose something for next year's meeting must do so between November 4, 2026, and December 4, 2026.

🧠 The Analogy

Think of this like the annual meeting of a large neighborhood homeowners association (HOA). The proxy statement is the newsletter and agenda sent to all homeowners. It lists the people running for the HOA board (director election), asks you to approve the yearly landscaping company (auditor ratification), and lets you give your opinion on the HOA manager's salary (executive pay vote). It also explains the rules and who's in charge of what committees.

🧩 Final Takeaway

This is Conduent's routine annual corporate governance filing. Shareholders need to elect directors, approve the auditor, and give an advisory vote on executive pay. Notable changes include the appointment of a new CEO, Harsha Agadi, and a refreshed board with two new independent directors. The company emphasizes its board independence and pay-for-performance philosophy.

CONDUENT Inc — DEF 14A Filing