Conduent (CNDT) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 20, 2025, with shareholders able to vote on key proposals and submit questions online.

• Shareholders of record as of March 24, 2025, are eligible to vote on the election of five directors, ratification of the independent auditor, and an advisory vote on executive compensation.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of five directors, (2) ratification of PricewaterhouseCoopers LLP as independent auditor for 2025, and (3) advisory approval of 2024 executive compensation.

• The Board unanimously recommends approval of all three proposals.

• Shareholders may submit additional proposals for the 2026 meeting by December 9, 2025, and director nominations must comply with advance notice and universal proxy rules.

Board of directors and corporate governance

• Five director nominees bring diverse backgrounds in leadership, finance, global business, and governance; 80% are independent, 40% are women, and 40% are ethnically diverse.

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

• The Board is led by an independent Chairman, and all directors except the CEO are independent under Nasdaq rules.

• Directors are required to own stock equal to six times their annual retainer and may defer fees into equity.