Conduent (CNDT) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 14, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of March 23, 2026, are eligible to vote via internet, telephone, or proxy card.

• The Board recommends voting in favor of all proposals, including the election of five directors, ratification of PricewaterhouseCoopers LLP as auditor, and approval of 2025 executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying PwC as auditor for 2026, and approving 2025 executive compensation on an advisory basis.

• The Board unanimously recommends voting for all proposals.

• Shareholders may submit additional proposals or director nominations for the 2027 meeting by December 4, 2026.

Board of directors and corporate governance

• The Board consists of five nominees, with 80% independent directors and 40% women and diverse representation.

• Board committees include Audit, Compensation, Corporate Governance, and Risk Oversight, all composed of independent directors.

• The Chair of the Board is an independent director, and the Board regularly reviews governance policies and codes of conduct.

• Directors are required to own stock equal to six times their annual cash retainer.