Conduent (CNDT) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, to be held virtually, with shareholders voting on director elections, auditor ratification, and executive compensation approval.

• Board recommends voting in favor of all proposals; shareholders of record as of March 23, 2026, are eligible to vote.

• Proxy materials are available online, and voting can be done via internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

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

• Board recommends a vote FOR all proposals; no other matters are expected but proxies may vote on other business if it arises.

• Shareholder proposals for the 2027 meeting must be submitted by December 4, 2026.

Board of directors and corporate governance

• Five director nominees, four of whom are independent; board diversity includes 40% women and 40% ethnically diverse members.

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

• Board leadership is independent, with an independent Chair; regular executive sessions held.

• Directors are subject to stock ownership guidelines and annual compensation reviews.