CONDUENT INCORPORATED (NYSE:CNDT*) Files An 8-K Material Modification to Rights of Security Holders

CONDUENT INCORPORATED (NYSE:CNDT*) Files An 8-K Material Modification to Rights of Security Holders

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Item3.03. Material Modification to Rights of Security Holders.

The disclosure in Item5.03 of this Current Report on Form 8-K is
incorporated herein by reference in this Item3.03.

Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On December23, 2016, the Restated Certificate of Incorporation
(the Restated Certificate) of Conduent Incorporated (the
Company) became effective. The Restated Certificate was
approved by the Board of Directors of the Company (the
Board) and Xerox Corporation (Xerox), in its
capacity as sole stockholder of the Company, on December23, 2016.
On December23, 2016, the Board and Xerox also approved the
Amended and Restated By-Laws of the Company (the By-Laws),
effective as of at 11:59 p.m. New York City time on December 31,
2016.

A summary of the material provisions of the Restated Certificate
and By-Laws can be found in the section titled Description of Our
Capital Stock of the Information Statement filed as Exhibit 99.1
to Amendment No.6 to the Companys Registration Statement on
Form10, filed with the Securities and Exchange Commission on
November7, 2016, which is incorporated herein by reference. This
summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Restated
Certificate and By-Laws, filed as Exhibits 3.1 and 3.2,
respectively, to this Current Report on Form 8-K and incorporated
herein by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

3.1 Restated Certificate of Incorporation of Conduent
Incorporated
3.2 Amended and Restated By-Laws of Conduent Incorporated
99.1 The section titled Description of Our Capital Stock appearing
on pages 170 to 175 of the Information Statement, filed as
Exhibit 99.1 to Amendment No.6 to Conduent Incorporateds
Registration Statement on Form10, filed with the Securities
and Exchange Commission on November7, 2016, is incorporated
herein by reference


About CONDUENT INCORPORATED (NYSE:CNDT*)

Conduent Incorporated is a business process services company. The Company provides business process services with expertise in transaction-intensive processing, analytics and automation. The Company is engaged in providing business and government services. The Company offers customers in various areas, which include health solutions, learning services, digital payments, legal and compliance solutions, human resources, finance and accounting, procurement solutions and digital transformation. The Company also serves customers in various areas, such as aerospace and defense, automotive services, banking, chemical, insurance, pharma and life sciences, retail and consumer products, transportation, travel and utilities, among others.

CONDUENT INCORPORATED (NYSE:CNDT*) Recent Trading Information

CONDUENT INCORPORATED (NYSE:CNDT*) closed its last trading session at with 642,593 shares trading hands.

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