📄 What This Document Is

This is a Definitive Proxy Statement (DEFR14A). It’s the official guide for Conduent’s shareholders ahead of their Annual Meeting on May 14, 2026. Think of it as an agenda and a detailed voter’s pamphlet. Shareholders use it to understand what they’re voting on and to decide how to cast their votes.

👉 Why it matters: If you own Conduent stock, this document tells you what key decisions are being made, who is running the company, and how executives are paid. Your vote counts on these matters.

🏢 What The Company Does

In simple terms, Conduent is a business process services company. They handle complex, essential operations for other organizations—things like payment processing, customer care, and human resources administration for government agencies and large enterprises. Imagine them as the behind-the-scenes engine that keeps critical services running for clients.

🗳️ The Three Things You're Voting On

Shareholders are asked to vote on three main proposals:

1. Elect five directors to the Board.
2. Ratify (approve) PricewaterhouseCoopers LLP as the company’s independent auditor for 2026.
3. Approve, on an advisory basis, the 2025 compensation of the top executives (the “Say-on-Pay” vote).

👉 The Board recommends voting FOR all three proposals.

👥 Meet the Director Nominees

The Board is proposing five people for election. Here’s a quick snapshot of their backgrounds:

• Harsha V. Agadi: The new President & CEO (appointed Jan. 2026). He’s the only non-independent nominee due to his executive role.
• Michael Fucci: Former Chair of Deloitte US. Brings deep audit and professional services experience.
• Scott Letier: Managing Director at the Deason family office. Serves on the board of Xerox. (He was appointed to the board per a shareholder agreement with the Deason family).
• Margarita Paláu-Hernández: Chair of the Board. Founder of Hernández Ventures, an experienced public company director.
• Greta Van: New nominee. Chief Audit Executive at Jack Henry & Associates, bringing extensive internal audit and risk management expertise.

👉 Why it matters: This group has a mix of skills in leadership, finance, global business, and governance. The Board emphasizes diversity in its composition.

🏛️ How The Company is Governed

The Board has four key committees, each with a specific focus:

• Audit Committee: Oversees financial reporting, internal controls, and the independent auditor. (Met 8 times in 2025)
• Compensation Committee: Sets pay for top executives. (Met 6 times)
• Corporate Governance Committee: Handles director nominations and corporate governance policies. (Met 5 times)
• Risk Oversight Committee: Manages the company’s major risks (cybersecurity, compliance, etc.). (Met 4 times)

The Board structure includes an independent Chair (Ms. Paláu-Hernández) separate from the CEO, which is designed to provide strong independent oversight.

💼 Executive Compensation Snapshot

The proxy provides a detailed analysis of how top executives are paid. The core philosophy is to link pay to company performance and shareholder interests. The 2025 program included:

• Base Salary: Fixed cash pay.
• Annual Incentive (Bonus): Tied to hitting financial and operational goals.
• Long-Term Incentives: Primarily in stock awards (performance shares and restricted stock) to align executives with shareholders over several years.

The Pay Versus Performance section shows the relationship between executive compensation and the company’s financial results (like Revenue and Net Income) over time.

🔮 What's Next & Key Dates

• Annual Meeting: May 14, 2026, at 9:30 a.m. EDT. It’s a virtual meeting only—shareholders can attend, ask questions, and vote online at https://meetnow.global/MSQMFJ4.
• Record Date: You must have been a shareholder by March 23, 2026, to vote.
• Vote Deadline: Submit your proxy before the meeting. The filing encourages early voting by internet, phone, or mail.
• 2027 Meeting Proposals: Deadlines for shareholder proposals for next year are in late 2026 (around December 4).

⚖️ Strengths & Risks at a Glance

• 👍 Strengths: Demonstrated commitment to corporate governance with an independent Board Chair and robust committee structure. Clear focus on aligning executive pay with performance.
• ⚠️ Risks/Considerations: The company operates in a competitive, low-margin industry. Like many large service providers, it faces ongoing operational, cybersecurity, and regulatory risks. The success of its transformation strategy under the new CEO, Harsha Agadi, is a key focus.

🧠 The Analogy

Think of this proxy statement as the annual report card and town hall agenda for the company’s owners (shareholders). It grades the leadership (director election), audits the books (auditor ratification), and evaluates the coaches' pay (executive compensation). Shareholders, as the owners, use it to decide whether to keep the current team and game plan in place.

🧩 Final Takeaway

This filing is your essential guide for exercising your rights as a Conduent shareholder. The key takeaways are the three votes on directors, auditors, and pay, all set against the backdrop of a company led by a new CEO and focused on strong governance practices. Your vote, whether you own one share or thousands, is your voice in how the company is run.