CONDUENT INCORPORATED (NYSE:CNDT) Files An 8-K Submission of Matters to a Vote of Security Holders

CONDUENT INCORPORATED (NYSE:CNDT) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item5.07.

Submission of Matters to a Vote of Security
Holders.
(a) On May25, 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
Registrants independent registered public accounting firm for
2017. The selection of PricewaterhouseCoopers LLP was ratified.

For

Against Abstain NonVotes
177,057,020 526,970 151,613

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

For

Against Abstain NonVotes
157,218,706 1,895,885 692,822 17,928,190

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

One Year TwoYears ThreeYears 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,
Registrants 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 Registrants
Annual Meeting of Shareholders in 2023.


About CONDUENT INCORPORATED (NYSE:CNDT)

Conduent Incorporated is a business process services company. The Company’s segments include Commercial Industries, Healthcare, Public Sector and Other. Its Commercial Industries segment provides business process services and customized solutions to customers of industries. Its Healthcare segment provides industry-centric business process services to customers across the healthcare industry, including providers, payers, employers, pharmaceutical and life science companies and government agencies. Its Public Sector segment provides government-centric business process services to the United States federal, state and local and foreign governments for transportation, public assistance, program administration, transaction processing and payment services. Its other segment includes Government Health Enterprise Medicaid Platform business. It serves customers in various areas, such as aerospace and defense, automotive services, banking, chemical, insurance, transportation and utilities.

CONDUENT INCORPORATED (NYSE:CNDT) Recent Trading Information

CONDUENT INCORPORATED (NYSE:CNDT) closed its last trading session down -0.07 at 16.43 with 1,180,336 shares trading hands.

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