UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Conduent Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 10, 201722, 2019

Dear Shareholders:

You are cordially invited to attend the first annual meeting of shareholders of Conduent Incorporated on Thursday,Tuesday, May 25, 201721, 2019 at 9:00 a.m., Eastern Time. The meeting will be held at The Madison Hotel, 1 Convent Road, Morristown,Conduent Corporate Headquarters, 100 Campus Drive, Suite 200, Florham Park, New Jersey.

The attached notice of the 2017 annual meeting2019 Annual Meeting of shareholdersShareholders and proxy statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting.

At the Annual Meeting of Shareholders, you will be asked to vote upon:

officers.

The Board of Directors unanimously recommends that you vote in favor of these proposals.

It is important that your shares be represented and voted at the Annual Meeting of Shareholders, regardless of whether or not you plan to attend in person. Therefore, you are urged to vote your shares using one of the methods described on page 1 under “How do I vote?”.

Thank you for your continued support of, and ongoing interest in, Conduent Incorporated.

For the Board of Directors,

William G. Parrett

Chairman of the Board

Notice of 20172019 Annual Meeting of Shareholders

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on May 25, 2017.21, 2019.

The Proxy Statement and 20162018 Annual Report are available at

www.envisionreports.com/CNDTorhttps://investor.conduent.com.

By order of the Board of Directors,

J. Michael Peffer

Executive Vice President, General Counsel and Secretary

April 10, 201722, 2019

TABLE OF CONTENTS

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PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

The Annual Meeting

The 20172019 Annual Meeting of Shareholders (the “Annual Meeting”) of Conduent Incorporated (the “Company,” “we,” “us,” or “our”) will be held on Thursday,Tuesday, May 25, 2017,21, 2019, at 9:00 a.m., Eastern Time, at The Madison Hotel, 1 Convent Road in Morristown,Conduent Corporate Headquarters, 100 Campus Drive, Suite 200, Florham Park, New Jersey.

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will consider and vote on the following matters:

Shareholders will also act on any other business that may properly come before the meeting. In addition, our management will report on the Company’s performance during fiscal 20162018 and respond to questions from shareholders.

Who is entitled to vote?

Owners of our common stock, par value $0.01 per share (the “Common Stock”), as of the close of business on the record date, March 27, 20172019 (the “Record Date”), are entitled to vote at the Annual Meeting. The shares owned as of that date include (1) shares you held on that date (1) directly in your name as the shareholder of record (registered shareholder) and/or (2) shares held in the name of a broker, bank or other holder of record where the shares were held for you as the beneficial owner (beneficial owner). Each share of Common Stock is entitled to one vote on each matter to be voted on. As of the Record Date, there were 203,630,042210,392,926 shares of our Common Stock outstanding and entitled to vote.

How do I vote?

Beneficial owners will receive a separate Notice of Internet Availability of Proxy Materials (the “Notice”) with voting instructionsinstruction form from the bank, broker or other holder of record where the shares are heldnominee that must be followed in order for their shares to be voted.

Registered shareholders can vote in any one of four ways:

If you use your proxy to vote by internet,Internet, telephone or mail, you authorize each of the two directors, whose names are listed on the proxy card accompanying this Proxy Statement,proxy, to act as your proxies to represent you and vote your shares as you direct.

How does the Board recommend that I vote?

The Board recommends that you vote:

officers.

How can I attend the Annual Meeting?

All shareholders of record on the Record Date may attend. In order to be admitted to the meeting, please obtain an admission ticket in advance and bring a form of personal photo identification, such as a driver’s license. To obtain an admission ticket:

If you are aregistered shareholder:shareholder:

If you are abeneficial owner:owner:

You can find directions to the meeting online at www.envisionreports.com/CNDT. If you have any further questions regarding admission or directions to the Annual Meeting, please call Shareholder Services at973-526-7158.

How many shares are required to be present to hold the Annual Meeting?

A quorum is necessary to hold a valid meeting of shareholders. For each of the proposals to be presented at the meeting, the presence at the meeting, in person or by proxy, of the holders of a majority of the shares of our Common Stock outstanding on the Record Date will constitute a quorum. As of the Record Date, there were 203,630,042210,392,926 shares of our Common Stock outstanding. If you vote — including by Internet, telephone or proxy card — your shares will be counted towards the quorum for the Annual Meeting. Brokernon-votes and abstentions are counted as present for the purpose of determining a quorum.

How many votes are required to approve each proposal?

Election of Directors. Under ourby-laws, directors are elected by majority vote, meaning that in an uncontested director election, the votes cast “for” the nominee’s election must exceed the votes cast “against” the nominee’s election, with abstentions and brokernon-votes not counting as votes “for” or “against.” Ourby-laws require that any incumbent nominee for director who receives a greater number of votes cast “against” his or her election than “for” his or her election shall tender his or her resignation promptly after such election. The independent directors will then evaluate and determine, based on the relevant facts and circumstances, whether to accept or reject the resignation. The Board’s explanation of its decision will be promptly disclosed on a Form8-K filed with the Securities and Exchange Commission (SEC)(“SEC”).

Other Items

The affirmative vote of a majority of the votes cast at the meeting will be required for approval of the following proposals.proposals, meaning these proposals will be approved if the number of votes cast “for” the proposal exceed the number of votes cast “against” the resolution:

Abstentions are not counted as votes “for” or “against” for the purpose of determining the outcome for any of the above matters.

For the routine matter of ratification of the selection of PricewaterhouseCoopers LLP as our independent auditor,and brokernon-votes are counted as votes “for” or “against” for the purpose of determining the outcome of the vote. Broker non-votes are not counted as votes “for” or “against” for the purpose of determining the outcome of any of the other above matters, including the election of directors, because the other above matters and the election of directors are considered “non-routine” matters. For additional information regarding brokernon-votes, see below underWhat is a brokernon-vote and how will it affect the voting?

Although the advisory votes are vote on the 2018 compensation of our named executive officers isnon-binding, the Board valuesand Compensation Committee value the opinions of shareholders and will consider the outcome of the vote on these proposalsthis proposal when making future decisions regarding executive compensation and the frequency of the advisory vote on executive compensation.

At present, the Board does not intend to present any other matters at this meeting and knows of no matters other than these to be presented for shareholder action at the Annual Meeting. If any other matters properly come before the meeting, the persons named in the accompanying proxy intend to vote the proxies in accordance with their best judgment.

What is a brokernon-vote and how will it affect the voting?

Under NYSE rules, brokers are not permitted to vote the shares they hold on behalf of beneficial owners without the beneficial owner’s voting instruction for matters that are deemed to be “non-routine.“non-routine.” A brokernon-vote occurs with respect to these non-routine matters when the beneficial owner of the shares fails to furnish timely voting instructions to the broker, and the broker is not permitted under applicable NYSE rules to vote the shares in its discretion. Election of directors and the advisory vote on executive compensation the advisory vote on the frequency of the advisory vote on executive compensation and the vote to approve the material terms of the performance goals under the Performance Incentive Plan for purposes of Section 162(m) of the Code are considerednon-routine matters. Shares constituting brokernon-votes, while counted towards the quorum, are not counted as votes “for” or “against” for the purpose of determining whether shareholders have approved anon-routine matter. As a result, brokernon-votes will have no impact on the outcome of these matters.

Ratification of PricewaterhouseCoopers LLP as our independent auditorregistered public accounting firm (sometimes referred to as our “independent auditors”) is aroutine matter, and, therefore, broker non-votesbrokers would have discretion to vote on this proposal without having received timely voting instructions. Accordingly, there will be counted towards the quorum and will be countered as votes “for” or “against” for the purpose of determining whether shareholders have approved that matter. As a result,no brokernon-votes will impact the outcome of that matter.

May I change my vote?

Yes. You may revoke your proxy at any time before the Annual Meeting by submittingdelivering a later dated proxy card, by a later telephone oron-line vote, by notifying the Secretary of the Company in writing that you have revoked your proxy or by attending the Annual Meeting and either giving notice of revocation or voting in person.

Who will count the vote? Is my vote confidential?

Representatives of Computershare will act as Inspector of Election, supervise the voting, decide the validity of proxies and receive and tabulate proxies. As a matter of policy, we keep confidential all shareholder meeting

proxies, ballots and voting tabulations that identify individual shareholders. In addition, the vote of any shareholder is not disclosed except as may be necessary to meet legal requirements.

How are proxies solicited?

In addition to theThe solicitation of proxies is made by mail, weour Board and will be conducted primarily by mail. We also request brokerage houses,firms, nominees, custodians and fiduciaries to forward soliciting material to the beneficial owners of stock held of record and reimburse such personpersons for the cost of forwarding the material. We have engaged Innisfree M&A Incorporated to handle the distribution of soliciting material to, and the collection of proxies from, such entities. We will pay Innisfree M&A Incorporated a fee of $17,500, plus reimbursement ofout-of-pocket expenses for this service. Proxies may also be solicited on our behalf by our directors, officers or employees by telephone, electronic or facsimile transmission or in person, without compensation. We bear the cost of preparing all proxy solicitation.

Why did I receive a notice in the mail regarding Internet availability ofmaterials and proxy materials instead of a full set of printed proxy materials?

Pursuant to rules adopted by the SEC, the Company has elected to provide access to its proxy materials over the Internet. Accordingly, on or about April 10, 2017, a Notice is being sent to all of the Company’s registered shareholders and beneficial owners of record as of March 27, 2017. The Notice contains instructions on how to access the proxy materials over the Internet and how to request a paper copy of the proxy materials, including a proxy card, as well as how shareholders may request to receive proxy materials in printed form by mail, or electronically by email, on a going forward basis.solicitation.

How can I electronically access the proxy materials?

You can access the proxy materials online atwww.envisionreports.com/CNDT orhttps://investor.conduent.com. Shareholders may receive Proxy Statements, Annual Reports and other shareholder materials via electronic delivery. Registered shareholders can sign up for electronic delivery atwww.computershare.com/investor. Beneficial owners can sign up for electronic delivery athttp://enroll.icsdelivery.com/cndt or by checking the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service. Opting to receive future proxy materials electronically by email will provide the Company cost savings relating to printing and postage and reduce the environmental impact of delivering documents to you.

What are the deadlines and requirements for shareholder submission of proposals, director nominations and other business for the 20182020 Annual Meeting?

We expect to hold our 20182020 Annual Meeting of Shareholders during the second half of May 2020 and to file and make available or mail, as applicable, our Proxy Statement for that meeting during the first half of April.April 2020. Under SEC proxy rules, if a shareholder wants us to include a proposal in our Proxy Statement and proxy card for the 20182020 Annual Meeting of Shareholders, the proposal must be received by us no later than December 11, 2017.10, 2019.

Any shareholder wishing to make a nomination for director or wishing to introduce any business at the 20182020 Annual Meeting of Shareholders (other than a proposal submitted for inclusion in the Company’s proxy materials) must provide the Company advance notice of such nominee or business which must be received by the Company no earlier than November 11, 201710, 2019 and no later than December 11, 2017.10, 2019. Any such notice must comply with requirements set forth in ourby-laws. Nominations for director must be accompanied by a written consent of the nominee consenting to being named as a nominee and serving as a director if elected. Proposals and other items of business should be directed to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary.

How can I contact the Board?

Under our Corporate Governance Guidelines, shareholders and other interested parties may contact thenon-management members of the Board by contacting the Chairman of the Corporate Governance Committee using the “Contact the Board” link posted on our Company’s website atwww.conduent.com/corporate-governance.

What if multiple shareholders have the same address?

Where multiple shareholders reside inTo reduce the same household, for shareholders who receive paper copiesexpenses of ourdelivering duplicate proxy materials, we will deliver a single Proxy Statement and Annual Report along with separate proxy cards or separate Notices of Internet Availability to multiple shareholders who reside in the same household unless we have received other instructions.instructions otherwise. If (i) you and another registered shareholder residing in the same household each receive paper copiesa set of theprinted proxy materials, and as a household wish to receive only one paper copyset of printed proxy materials or (ii) you share a household with another registered shareholder and received a single set of printed proxy materials and would like to receive separate copies of our Notice, Proxy Statement or Annual Report,the proxy materials, you may request a change in delivery preferences. For registered shareholders, you may contact our transfer agent at866-574-5496 or write them at Computershare, P.O. Box 30170, College Station, TX 77842-3170.505000, Louisville, KY 40233. For beneficial owners, you may call the bank, broker or other nominee where your shares are held in street name or call800-542-1061.

How may I get additional copies of the Annual Report and Proxy Statement?

Copies of the 2016 Annual Report and 2017 Proxy Statement have been distributed to shareholders (or they have received a copy of the Notice which includes instructions as to how to access those documents on the Internet). Additional paper copies of these documents are available upon request made to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary. The Annual Report and Proxy Statement are also available on the Company’s website athttps://investor.conduent.com orwww.envisionreports.com/CNDT. The Notice also provides you with instructions on how to request paper copies of the proxy materials. There is no charge to receive theany such materials by mail. You may request paper copies of the materials until one year after the date of the Annual Meeting.

Is there a list of shareholders entitled to vote at the Annual Meeting?

A list of registered shareholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting at our offices located at Conduent Corporate Headquarters, 100 Campus Drive, Suite 200, Florham Park, NJ 07932.

PROPOSAL 1 — ELECTION OF DIRECTORS

Shareholders annually elect directors to serve for one year and until their successors have been elected and have been qualified. Based on the director nomination process described below, the nine persons whose biographies appear below have been nominated by the Board to serve as directors based on the recommendation of the Corporate Governance Committee. Each nominee brings to us valuable experience from a variety of fields. The biographical information presented regardingpresents each nominee’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director. EachAll of theour incumbent director nominees hashave demonstrated business acumen and an ability to exercise independent and sound judgment, as well as an understanding of the Company’s business environment and a commitment to serve the Company and our Board. We also value theirthe significant experience of each of our nominees on other public company boards of directors and board committees.

All nominees are currently directors of the Company and as described in further detail in the section entitled “Corporate Governance-The Spin-Off” below, were previously elected by our shareholders at the then-sole stockholder2018 annual meeting of the Company, Xerox Corporation (“Xerox”), priorshareholders, except Scott Letier, who was elected to the Board effective time ofDecember 18, 2018, and Jesse A. Lynn, who was elected to the Board effective April 18, 2019. Mr. Letier was elected to replace Paul S. Galant who tendered his resignation in accordance with the Company’s complete legal and structural separation from Xerox. For more informationCorporate Governance Guidelines due to a substantial change in his position of principal employment. Mr. Lynn was elected to replace Michael Nevin, who tendered his resignation on the Spin-Off, seeCorporate Governance-The Spin-Off.April 8, 2019.

On December 31, 2016, the Company entered into a Joinder Agreement to a letter agreement, dated as of January 28, 2016, entered into by Xerox Corporation, our former parent company (“Xerox”), with Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings LP, Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn (collectively, the “Icahn Group”) pursuant to which, among other things, Vincent J. Intrieri, Michael NevinNicholas Graziano, Jesse A. Lynn and Courtney Mather were appointed to the Board at the Effective Time.(“Icahn Agreement”). Additionally, the Company is a third party beneficiary to a letter agreement, dated as of June 27, 2016, entered into by Xerox with the Icahn Group pursuant to which, among other things, the Icahn Group is required to vote in favor of the directors nominated by the Board at the Company’s 20172019 Annual Meeting.

On December 18, 2018, the Company entered into a Shareholder Agreement with Darwin Deason (“Deason Agreement”) pursuant to which, among other things, Scott Letier was appointed to the Board and Darwin Deason is required to vote in favor of the directors nominated by the Board at the Company’s 2019 Annual Meeting.

The Board has determined that each of the nominees (other than Ashok Vemuri, Chief Executive Officer of the Company) is independent under the NYSE Corporate Governance Rules and the Company’s more stringent independence standards. Although not anticipated, if for any reason, a nominee is unable to serve, the proxies may use their discretion to vote for a substitute nominated by the Board.

Biographies

The table below summarizes key qualifications, skills and attributes that each of our directorsdirector nominees possesses which were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director nominee does not possess that qualification or skill or that other qualities were not also considered; rather, a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director’sdirector nominee’s biography below describes his or her qualifications and relevant experience in more detail.

Skills and Qualifications of our Board of DirectorsDirector Nominees

In addition to the qualifications and skills referenced above, we have provided below the principal occupation and other information about the relevant experience, qualifications, attributes or skills that the Board has concluded qualify each of the nominees to serve as a director of the Company.

Certain terms used inFor purposes of the below biographies, may be unfamiliar to you, so we are defining them here.

Conduent securities ownedmeans the Company’s Common Stock, including:including Deferred Stock Units (“DSUs”) issued under the Conduent Incorporated Equity Compensation Plan forNon-Employee Directors, as amended (the “Director Equity Plan”). None of the independent director nominees owns any of the Company’s other securities.For Mr. Vemuri,Rightsrefers to his outstanding restricted shares, restricted stock units and performance shares at target.

Unless otherwise noted, allConduent securities heldowned are beneficially owned beneficially by the nominee. Beneficial ownership means he or she has or shares voting power and/or investment power with respect to the securities, even though another name (that of a broker, for example) may appear in the Company’s records. All ownership figures are as of February 28, 2017.2019.

		Ashok Vemuri Age: 4850        Director since: 2017 Conduent securities owned: 216,026 Common Stock;Rights: 163,614common stock710,875 Common Stock Occupation: Chief Executive Officer, Conduent Incorporated Other Directorships: The Kroger Co. (since 2019); Infosys (2011-2013); IGATE (2013-2015)

Other Background: Mr.VemuriMr. Vemuri has served as our Chief Executive Officer since January 2017. He previously served as Chief Executive Officer of Xerox Business Services, LLC and as an Executive Vice President of Xerox Corporation sincefrom July 2016.2016 to January 2017. Mr. Vemuri previously was President, Chief Executive Officer and a member of the Board of Directors of IGATE Corporation, a New Jersey-based global technology and services company now part of global technology and outsourcing company Capgemini.Capgemini, from 2013 to 2015. Before joining IGATE, Mr. Vemuri spent 14 years at Infosys Limited, a multinational consulting and IT services company, in a variety of leadership and business development roles, including Member of the Executive Council, Head of Americas, Global Head of Financial Services from 2003 to 2012 and Global Head of Manufacturing and Engineering Services from 2012 to 2013. Prior to joining Infosys in 1999, Mr. Vemuri worked in the investment banking industry at Deutsche Bank and Bank of America.

Mr. Vemuri brings to the Board unique operational, financial and client experience and a proven track record of leading growth and corporate transformations through his leadership positions with IGATE and Infosys.

		Paul S. GalantNicholas Graziano Age: 4947        Director since: 20172018 Conduent securities owned: 5,161 DSUs21,565DSUs Occupation: Chief Executive Officer, VeriFone Systems Inc.Portfolio Manager, Icahn Capital LP Other Directorships: Verifone SystemsHerc Holdings Inc. (since October 2013)2018); VivintXerox Corporation (since 2018); Herbalife Nutrition LTD (since 2018); Fair Isaac Corporation (2008-2013); WCI Communities Inc. (since October 2015)(2007-2009); InfoSpace Inc. (2007-2008). Carl Icahn has anon-controlling interest in each of Herc Holdings Inc.; Xerox Corporation; and Herbalife Nutrition LTD through the ownership of securities.

Other Background: Mr. GalantGraziano has served as CEOPortfolio Manager of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, since February 2018, and prior to joining Icahn Capital, was previously the Founding Partner and Chief Investment Officer of the Citi Enterprise Payments business which serves institutional clientshedge fund Venetus Partners LP from June 2015 to August 2017, where he was responsible for portfolio and leverages the bank’s industry-leading wholesale and retail payment capabilities across regions and organizations globally. In this role, he oversaw the design, marketing, and implementation of global business-to-consumer and consumer-to-business digital payments solutions for the world’s largest corporations, financial institutions, and governments.risk management, along withday-to-day firm management. Prior to this,founding Venetus, Mr. Galant alsoGraziano was a Partner and Senior Managing Director at the hedge fund Corvex Management LP from December 2010 to March 2015. At Corvex, Mr. Graziano played a key role in investment management and analysis, hiring and training of analysts and risk management. Prior to Corvex, Mr. Graziano was a Portfolio Manager at the hedge fund Omega Advisors, Inc., where he managed a proprietary equity portfolio and made investment recommendations, from September 2009 until December 2010. Before Omega, Mr. Graziano served as a Managing Director and Head of Special Situations Equity at the CEOhedge fund Sandell Asset Management, where he helped build and lead the special situations team responsible for managing a portfolio of Citi Cards, leading Citi’s North Americanconcentrated equity and International Credit Cards business through a time of dramatic change in the industry; and CEO of Citi Transaction Services, a division of Citi’s Institutional Clients Group.activist investments, from July 2006 to July 2009.

Mr. GalantGraziano is a director nominee selected by the Icahn Group pursuant to the Icahn Agreement. He brings to the Board financial expertise and extensive global business experience strong management skillsoffering strategic advice and broad knowledge of complex financial and operational issuesguidance to companies from his timemanagement experience and his service as CEO of VeriFone Systems, as well asa director on various CEO and leadership roles at Citigroup, Donaldson, Lufkin & Jenrette, Smith Barney and Credit Suisse First Boston.

He also brings broad financial industry experience from his time as chairman of the NY Federal Reserve Payments Risk Committee and Chairman of The Clearing House Secure Digital Payments LLC.company boards.

		Joie Gregor Age: 6769        Director since: 2017 Conduent securities owned: 5,16136,791 DSUs Occupation: Former Managing Director for Leadership Development, Warburg Pincus LLC Other Directorships: ConAgra Brands, Inc. (since February 2009)

Other Background:Ms. Gregor served as the first Managing Director for Leadership Development at Warburg Pincus LLC beginning in 2014 until her retirement in 2016. In this role, she provided organizational guidance and strategic direction across all firm investing areas and assisted with bothpre- and post-investment opportunities, focusing on strategy, organizational structure, operating initiatives, and talent identification and development. She also worked within the firm on professional development and effective organizational alignment.

Previously,Prior to joining Warburg Pincus, Ms. Gregor served as the Assistant to the President of the United States for Presidential Personnel, a role she assumed in October 2007. Before joining the President’s senior staff, Ms. Gregor served as Vice Chairman of the executive search firm Heidrick & Struggles, Inc. beginning in 2002. After joining as a Partner in 1993, she served in a number of senior leadership roles, including President, North America, the firm’s largest business unit. She also served as Managing Partner of the firm’s New York office, and as a member of the firm’s Management Committee. Prior to her work in executive search, Ms. Gregor was with the IBM Corporation, where she held a variety of leadership positions of increasing responsibility over a13-year period. Ms. Gregor also currently serves on the Board of Directors of a private company, TriMark USA.

Ms. Gregor brings the boardBoard significant experience in human capital development, market development, finance and planning, product strategy, sales and service, and global account management from roles at Warburg Pincus, Heidrick & Struggles, IBM and other advisory positions for major organizations. She also deliversbrings her experience from working closely with major public company boards to implement best practices in corporate governance, director selection and succession planning.

		Vincent J. IntrieriScott Letier Age: 6058        Director since: 20172018 Conduent securities owned: 5,1612,000 Common Stock; 18,789 DSUs Occupation: President & Founder, VDA Asset Management,Managing Director of Deason Capital Services, LLC, the family office for Darwin Deason Other Directorships: Ferrous Resources Limited (since 2015); Hertz Global Holdings, Inc. (since 2014); Transocean Ltd. (since 2014); Navistar 109 InternationalXerox Corporation (since 2012); Chesapeake Energy2018). Darwin Deason has anon-controlling interest in Xerox Corporation (2012-2016); CVR Refining, LP (2012-2014); Forest Laboratories, Inc. (2013-2014); CVR Energy, Inc.(2012-2014); Federal-Mogul Holdings Corporation (2007-2013); Icahn Enterprises L.P. (2006- 2012); Dynegy Inc. (2011-2012); PSC Metals Inc. (2007-2012); Motorola Solutions, Inc. (2011-2012); XO Holdings (2006-2011); National Energy Group, Inc. (2006-2011); American Railcar Industries, Inc. (2005-2011); WestPoint Home LLC (2005-2011); Viskase Companies, Inc. (2003-2011). Ferrous Resources Limited, CVR Refining, CVR Energy, Federal-Mogul, Icahn Enterprises, PSC Metals, XO Holdings, National Energy Group, American Railcar Industries, WestPoint Home and Viskase Companies each are or previously were indirectly controlled by Carl C. Icahn. Mr. Icahn also has or previously had non-controlling interests in Hertz, Transocean, Forest Laboratories, Navistar, Chesapeake Energy, Dynegy and Motorola Solutions.through the ownership of securities.

Other Background:Mr. IntrieriScott Letier has been the President of VDA Asset Management, LLC, a hedge fund, since he founded the company in 2017. He served as Senior Managing Director of Deason Capital Services, LLC (“DCS”) since July 2014. Prior to joining DCS, Mr. Letier was the Managing Director of JFO Group, LLC, the family office for the Jensen family from September 2006 to July 2014. Mr. Letier has over 20 years of prior leadership roles serving as a private equity investment professional and chief financial officer, and began his career in the audit group at Ernst & Whinney (now Ernst & Young). Mr. Letier has served on numerous boards in the past, and in addition to Xerox Corporation, he currently serves on the Board of Directors for a number of private companies including: MV Transportation, Inc, the leading provider of paratransit services and the largest privately-owned passenger transportation contracting firm in the United States, Stellar Global, LLC, an Australian and U.S. based BPO/CRM Call Center Company, Colvin Resources Group, a Dallas based search and staffing firm, Grow 52, LLC (dba, Gardenuity), a tech enabled retailer, and serves on the fund advisory board of Griffis Residential, a Denver based multi-family real estate management and investment firm. Mr. Letier also serves as Treasurer, board member, executive committee member, and is Chairman of the audit and finance committees of the Dallas County Community College District Foundation. Mr. Letier is a Certified Public Accountant and has a BBA with a concentration in accounting from the Southern Methodist University – Cox School of Business.

Mr. Letier is a director selected by Darwin Deason pursuant to the Deason Agreement. With his over 20 years of prior leadership roles and service on other company boards and committees, Mr. Letier brings to the Board expertise relevant to Conduent, including his significant audit experience and his investment and financial expertise gained from serving as a private equity and investment professional and chief financial officer.

		Jesse A. Lynn Age: 48         Conduent securities owned: 0 Occupation: General Counsel, Icahn Enterprises L.P. Other Directorships: Herbalife Nutrition LTD. (since 2014); The Manitowoc Company, Inc. (2015-2018). Carl Icahn has a non-controlling interest in Herbalife Nutrition LTD through the ownership of securities.

Other Background: Mr. Lynn has been General Counsel of Icahn Capital LP,Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, mining, real estate and home fashion, since 2014. From 2004 to 2014, Mr. Lynn was Assistant General Counsel of Icahn Enterprises. Prior to joining Icahn Enterprises, Mr. Lynn worked as an associate in the entity through whichNew York office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. in its business and finance department from 2000 until 2004. From 1996 until 2000, Mr. Lynn was an associate in the corporate group at Gordon Altman Butowsky Weitzen Shalov & Wein. Mr. Lynn has been a director of Herbalife Ltd., a nutrition company, since 2014. Mr. Lynn was previously a director of The Manitowoc Company, Inc., a capital goods manufacturer, from 2015 to 2018. Mr. Lynn has been a Board Observer at each of Xerox Corporation, a provider of document management solutions, since May 2018 and SandRidge Energy, Inc., an oil and natural gas company with a principal focus on exploration and production activities in the U.S. Mid-Continent and North Park Basin of Colorado, since June 2018. Carl C. Icahn manages private investment funds,has or previously had non-controlling interests in each of SandRidge, Xerox, Herbalife and Manitowoc through the ownership of securities. Mr. Lynn received a B.A. from 2008 to 2016. In addition, between 2004 and 2016, Mr. Intrieri served as a Senior Managing Directorthe University of Icahn Onshore LP, the general partner of Icahn Partners LP, and Icahn Offshore LP, the general partner of Icahn Partners Master Fund LP, entities through

which Mr. Icahn invests in securities. He was also a Senior Vice President of Icahn Enterprises L.P. from 2011 to 2012; chairman of the boardMichigan and a directorJ.D. from the Boston University School of PSC Metals Inc., a metal recycling company, from 2007 to 2012; Senior Vice President, the Treasurer and the Secretary of American Railcar Industries from March 2005 to December 2005; and chairman of the board and a director of Viskase Companies, Inc., a meat casing company, from 2003 to 2011.Law.

Mr. IntrieriLynn is a director selected by the Icahn Group pursuant to the Icahn Agreement. He brings to the Board financiallegal and finance expertise gained both in private practice as well as his positions with Icahn Enterprises and extensivehis experience providing strategic advice and guidance to companies from his service as a director on variousof other public company boards.companies.

		Courtney Mather Age: 4042        Director since: 2017 Conduent securities owned: 5,161 44,650 DSUs Occupation: Portfolio Manager, Icahn Capital LP Other Directorships: Caesars Entertainment (since 2019); Cheniere Energy Inc. (since 2018); Newell Brands Inc. (since 2018); Herc Holdings Inc. (since June 2016); Trump Entertainment Resorts,TER Holdings I, Inc. (since February 2016); Freeport-McMoRan Inc. (since 2015); Ferrous Resources Limited (since 2015); andFreeport-McMoRan Inc. (2015-2019); Federal-Mogul Holdings Corporation (since 2015)(2015-2017); Viskase Companies Inc. (2015- 2016)(2015-2016); American Railcar Industries, Inc. (2014-2016); CVR Refining, LP (2014-2016); CVR 110 Energy, Inc. (2014-2016). Trump Entertainment Resorts,TER Holdings I, Inc., Ferrous Resources Limited, Federal-Mogul, American Railcar Industries, CVR Refining, CVR Energy and Viskase are each indirectly controlled by Carl C. Icahn. Mr. Icahn also has anon-controlling interest in each of Caesars Entertainment, Cheniere Energy Inc., Newell Brands Inc., Herc Holdings Inc. and Freeport-McMoRan Inc. through the ownership of securities.

Other Background:Mr. Mather has served as Portfolio Manager of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, since January 2017,December 2016, and was previously managingManaging Director from 2014 to 2016. Prior to joining Icahn Capital, Mr. Mather was at Goldman Sachs & Co from 1998 to 2012, most recently as Managing Director responsible for Private Distressed Trading and Investing.Investing, where he focused on identifying and analyzing investment opportunities for both Goldman Sachs and clients. Mr. Mather received a B.A. from Rutgers College and attended the United States Naval Academy. Mr. Mather holds the Chartered Alternative Investment Analyst (CAIA), Chartered Financial Analyst (CFA) and Certified Financial Risk Manager (FRM) professional designations.

Mr. Mather is a director selected by the Icahn Group pursuant to the Icahn Agreement. He brings to the Board significant experience in finance and experience providing strategic advice and guidance to companies through his service as a director on various public company boards.

		Michael Nevin Age: 33        Director since: 2017 Conduent securities owned:5,161 DSUs Occupation:Financial Analyst, Icahn Enterprises L.P. Other Directorships:Federal-Mogul Holdings Corporation (2016-2017).Federal-Mogul is indirectly controlled by Carl C. Icahn.

Other Background:Mr. Nevin has served as a Financial Analyst at Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, gaming, railcar, food packaging, metals, mining, real estate and home fashion, since July 2015. Prior to that time, Nevin was employed by Jefferies LLC as a Research Analyst from 2014 to 2015 covering the Utilities sector. Nevin was also employed by JP Morgan Investment Bank in various roles from 2009 to 2015.

Mr. Nevin is a director selected by the Icahn Group pursuant to the Icahn Agreement. Mr. Nevin brings to the Board financial expertise.

		Michael A. Nutter Age: 5961        Director since: 2017 Conduent securities owned:5,16111,297 Common Stock; 25,494 DSUs Occupation:Former Mayor, Philadelphia, Pennsylvania Other Directorships:None

Other Background:Mr. Nutter was elected Mayor of Philadelphia, Pennsylvania in 2007, serving from 2008 until the conclusion of his second term in 2016. During his tenure as Mayor of Philadelphia, Mr. Nutter served as President of the United States Conference of Mayors from 2012 until 2013. Since the conclusion of his second mayoral term, he has served as a member of the Homeland Security Advisory Council, as chairman of the Airbnb Mayor’s Advisory Council, as the inaugural David N. Dinkins Professor of Professional Practice in Urban and Public Policy at Columbia University and in various other advisory, academic and media commentary positions consistent with his longstanding commitment to public policy, government and civic life. Prior to entering politics, Mr. Nutter held various roles of increasing responsibility forat the financial services firm Pryor, Counts & Co.

Mr. Nutter brings to the Board nearly 25 years of financial stewardship and leadership experience as an elected official and public manager.

		William G. Parrett Age: 7173        Director since: 2017 Conduent securities owned: 44,650 5,161 DSUs Occupation: Chairman of the Board, Conduent Incorporated; Retired Chairman of the Board and Chief Executive Officer, Deloitte Touche Tohmatsu Other Directorships: Oracle Corporation (since 2018); Blackstone Group LP (since 2007); Eastman Kodak Company (since 2007); UBS AG (since 2008)(2008 to May 2018); Thermo Fisher Scientific Inc. (since 2008); GATE Corporation(2013-2015); United States Council for International Business (2005-2010); International Chamber of Commerce (2006-2008); US National Financial Services Industry Group(1995-1997)(2008 to May 2018)

Other Background:Mr. Parrett served as chief executive officerthe Chief Executive Officer of Deloitte Touche Tohmatsu, a global accounting firm, from 2003 until his retirement in 2007.Tohmatsu. He joined Deloitte in 1967 and served in a series of roles of increasing responsibility, including Managing Partner of Deloitte & Touche USA LLP. Mr. Parrett has been chairmanis a member of Audit Committees forthe Board of Directors of Eastman Kodak Company, where he chairs the finance and audit committee; Oracle Corporation, where he is a member of the finance and audit committee; and Blackstone Group LP, Eastman Kodak Company, UBS AGwhere he chairs the audit and Thermo Fisher Scientific Inc. He was also Chairmanthe conflicts committees. Mr. Parrett is a past member of the Board of Trustees for United Way of America, ChairmanCarnegie Hall, a Senior Trustee of the United States Council for International Business and ona past Chairman of the Executive Committee for the International ChamberBoard of Commerce.Trustees of United Way Worldwide. Mr. Parrett is a Certified Public Accountant with an active license.

Mr. Parrett brings to the Board extensive global business experience, strong management skills and extensive knowledge of complex financial and operational issues, demonstrated by his experience as Chief Executive Officer of Deloitte Touche Tohmatsu. He also brings to the Board public company governance experience through his membership on boards of other public companies.

		Virginia M. Wilson Age: 6264        Director since: 2017 Conduent securities owned:5,16111,297 Common Stock; 25,494 DSUs Occupation: Former Senior Executive Vice President and Chief Financial Officer, Teachers Insurance and Annuity Association (TIAA) Other Directorships:None

Other Background:Ms. Wilson has beenserved as the Senior Executive Vice President and Chief Financial Officer of Teachers Insurance and Annuity Association (TIAA), a financial services organization that is a leading retirement provider for people who work in the academic, research, medical and cultural field, since 2010.from 2010 to 2018. Prior to joining TIAA, she was Executive Vice President and Chief Financial Officer of Wyndham Worldwide Corporation, which was the holding company for Wyndham Hotels & Resorts, RCI and other hospitality brands, from 2006 to 2009. She has also served as a financial officer at Cendant, MetLife and Transamerica Life Insurance, and was an audit partner at Deloitte earlier in her career. Ms. Wilson is a Certified Public Accountant with an active license.

Ms. Wilson brings to the Board extensive financial experience, demonstrated by her role in overseeing financial management and planning, actuarial, tax, accounting, corporate services, sourcing and financial reporting functions for TIAA.TIAA and her experience as a chief financial officer of a public company.

The Board recommends a vote

FOR

the election of the nine (9) Directors nominated by the Board

CORPORATE GOVERNANCE

The Company is committed to the highest standards of business integrity and corporate governance. All of our directors, executives and employees must act ethically. In addition, our directors must act in accordance with our Code of Business Conduct and Ethics for Members of the Board; our principal executive officer, principal financial officer and principal accounting officer, among others, must act in accordance with our Finance Code of Conduct; and all of our executives and employees must act in accordance with our Code of Business Conduct. Each of these codes of conduct, as well as our Corporate Governance Guidelines and the charters of our Audit, Compensation, Corporate Governance and Finance Committees can be accessed through our website atwww.conduent.com/corporate-governance. They are also available to any shareholder who requests them in writing addressed to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary. We will disclose any future amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics for members of the Board and our Code of Business Conduct and our Finance Code of Conduct for our officers on our website as promptly as practicable, and consistent with the requirements of applicable SEC and NYSE rules. The Corporate Governance Committee of the Board periodically reviews and reassesses the adequacy of our overall corporate governance Corporate Governance Guidelines and committee charters.

The Spin-Off

In January 29, 2016, Xerox announced plans for the complete legal and structural separation (the “Spin-Off”) of the businesses constituting Xerox’s Business Processing Outsourcing business and related operations (the “BPS Business”) from Xerox. To effect the separation, Xerox undertook a series of internal transactions, following which the Company held, directly or through its subsidiaries, the BPS Business. The Spin-Off was completed by way of a pro rata distribution of Conduent shares held by Xerox to Xerox stockholders as of December 15, 2016, the Record Date for the Spin-Off (the “Distribution”). On January 3, 2017 the Company became an independent company traded under the symbol “CNDT” on the New York Stock Exchange (NYSE) after completion of the Spin-Off.

Douglas H. Marshall, Assistant Secretary of Xerox, served as an interim member of our Board prior to theSpin-Off.

Ms. Wilson was elected on December 12, 2016, to serve as independent director of the Company by Xerox, the sole stockholder of the Company. Upon her election, Ms. Wilson was also named by the Board as a member of the Company’s Audit, Compensation and Corporate Governance Committees, with her membership on the Corporate Governance and Compensation Committees terminating automatically as of 11:59 p.m. New York City time on December 31, 2016 (the “Effective Time”).

Effective as of the Effective Time, Mr. Marshall resigned as a member of the Board. Also effective as of the Effective Time, Xerox elected Ashok Vemuri, Paul Galant, Joie A. Gregor, Vincent J. Intrieri, Courtney Mather, Michael Nevin, Michael A. Nutter and William G. Parrett to serve as directors of the Company, with Mr. Parrett being designated as the Chairman of the Board.

Additionally, the following actions were announced on January 5, 2017: Ms. Gregor and Mr. Nevin were elected to serve as members of the Audit Committee, along with Ms. Wilson who was previously designated as the Chair of such committee; Ms. Gregor, Mr. Galant and Mr. Mather were elected to serve as members of the Compensation Committee, with Ms. Gregor being designated as the Chair of such committee; Mr. Nutter, Mr. Intrieri and Mr. Parrett were elected to serve as members of the Corporate Governance Committee, with Mr. Nutter being designated as the Chair of such committee; and Mr. Intrieri, Mr. Nutter, Mr. Parrett and Ms. Wilson were elected to serve as members of the Finance Committee, with Mr. Intrieri being designated as the Chair of such committee.Guidelines.

Director Nomination Process

The Corporate Governance Committee considers candidates for Board membership recommended by Board members, management shareholders and othersshareholders (see below). The Corporate Governance Guidelines require that a substantial majority of the Board consist of independent directors and that management representation on the Board should be limited to senior Company management. There are no specific minimum qualifications that the Corporate Governance Committee believes must be met by prospective candidates; however, the

Corporate Governance Committee applies the criteria set forth in our Corporate Governance Guidelines. These criteria include, among other things, the candidate’s broad perspective, integrity, independence of judgment, experience, expertise, diversity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time and effort to Board responsibilities. The Corporate Governance Committee does not assign specific weight to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.

Our Corporate Governance Guidelines dictate that diversity should be considered by the Corporate Governance Committee in the director identification and nomination process. This means that the Corporate Governance Committee seeks nominees who bring a variety of business backgrounds, experiences and perspectives to the Board. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a broad diversity of experience, professions, skills, geographic representations, knowledge and abilities that will allow the Board to fulfill its responsibilities.

Shareholders who wish to recommend individuals for consideration by the Corporate Governance Committee may do so by submitting a written recommendation to the Secretary of the Company at Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932. Submissions must include sufficient biographical information concerning the recommended individual, including age, employment and current board memberships (if any), for the Corporate Governance Committee to consider. The submission must be accompanied by the written consent of the nominee to stand for election if nominated by the Board and to serve if elected by the shareholders. All submissions are reviewed by the Corporate Governance Committee. Recommendations received no earlier than November 11, 201710, 2019 and no later than December 11, 2017,10, 2019 will be considered for nomination at the 20182020 Annual Meeting of Shareholders.

Board Leadership Structure

We believe that the most effective board structure is one that emphasizes Board independence and ensures that the Board’s deliberations are not dominated by management while also ensuring that the Board and senior management act with a common purpose and in the best interest of the Company. WeAt this time, we believe this balance is achieved through the appointment of an independent Chairman of the Board. Accordingly, William G. Parrett, an independent director, serves as Chairman of the Board. Under our Corporate Governance Guidelines, each regularly scheduled Board meeting must include an executive session of all directors and the CEO and a separate executive session attended only by the independent directors. OurIn terms of our Board is 89 percent comprised

composition, 89% of our directors who qualify as independent directors, and each of our standing Board committees is comprised solely of independent directors, including our Corporate Governance Committee, which establishes our corporate governance policy and monitors the effectiveness of this policy at the Board level. You can find more information on boardour Board leadership structure in the Corporate Governance Guidelines posted on the Company’s website atwww.conduent.com/corporate-governance.

Risk Oversight

Our Board has ultimate oversight responsibility for our Enterprise Risk Management (ERM) process.(“ERM”) program. The Board oversees our ERM processprogram primarily through the Audit Committee of the Board, which previews the ERM assessmentprogram, assessments and processremediation plans for subsequent review by the Board. We are currently significantly modifying theOur ERM process as a result of the Spin-Off to make it better conform to the Company’s risk profile as a standalone enterprise. The new process will be intendedprogram is designed to strengthen our risk-management capability by developing and implementing a governance structure, policy and standards necessary to identify, assess, monitor and manage all categories of business risk, including strategic, operational, compliance and financial reporting. The Company’s General CounselERM program is responsible foralso designed to preserve and create organizational value through effective control management and integration of risk practices into strategic planning and day to day decision making. Enterprise Risk Management operates within our Chief Compliance Office and is headed by the Company’s ERM function through an ERM Manager that will interface withdirector who chairs an Enterprise Risk Management Committee which includes(“ERMC”). The ERMC is comprised of the Chief Financial Officer, General Counsel, Chief People Officer, Chief Information Officer, Chief Accounting Officer, Auditor, Chief Compliance Officer, Chief Ethics Officer, Chief Privacy Officer, Sector Group Executives and Sector Presidents.Corporate Auditor. The Enterprise Risk Steering CommitteeERMC reviews and establishes risk tolerances, prioritizes the remediation of risks, inspects risk mitigation plans and progress, identifies and addresses emerging risks, and shares mitigation best practices across the Company. Additionally, to ensure that ERM is integrated with our business management, the Company’s Management Committee monitorsCompany and promotes risk exposure and the effectivenessmitigation practices within their lines of how we manage these risks.business.

Director Independence

A director is not considered independent unless the Board determines that he or she has no material relationship with the Company. The Board has adopted categorical standards to assist in both its determination

and the Corporate Governance Committee’s recommendation as to each director’s independence. Under these categorical standards, a director will be presumed not to have a material relationship with the Company if:

Our Board has determined that all of the nominees for election as directors are independent under the NYSE Corporate Governance Rules and our Corporate Governance Guidelines, with the exception of Ashok Vemuri, our Chief Executive Officer.

In addition, the Corporate Governance Committee reviews relationships involving members of the Board, their immediate family members and affiliates, and transactions in which members of the Board, their immediate family members and their affiliates have a direct or indirect interest in which the Company is a participant to determine whether such relationship or transaction is material and could impair a director’s independence. In making independence determinations, the Board considers all relevant facts and circumstances from the point of view of both the director and the persons or organizations with which the director has relationships. See“Certain Relationships and Related Person Transactions.Transactions”.

As a result of the aforementioned review, 89%our Board has determined that all of ourthe nominees for election as directors at the 2019 Annual Meeting are deemed to be independent.independent under the NYSE Corporate Governance Rules and our Corporate Governance Guidelines, with the exception of Ashok Vemuri, our Chief Executive Officer.

Certain Relationships and Related Person Transactions

Agreements with Xerox

In order to govern the ongoing relationships between us and Xerox after the Spin-Off and to facilitate an orderly transition, we and Xerox entered into agreements providing for various services and rights following the Spin-Off, and under which we and Xerox will indemnify each other against certain liabilities arising from our respective businesses. The following summarizes the terms of the material agreements we entered into with Xerox.

Separation Agreement

We entered into a Separation and Distribution Agreement (the “Separation Agreement”) with Xerox before the Distribution. The Separation Agreement sets forth our agreements with Xerox regarding the principal actions to be taken in connection with the Spin-Off. It also sets forth other agreements that govern aspects of our relationship with Xerox following the Spin-Off. In particular, the Separation Agreement generally provides that:

Transfer of Assets and Assumption of Liabilities. The Separation Agreement indentifies certain transfers of assets and assumptions of liabilities that were necessary in advance of our separation from Xerox so that we and Xerox retain the assets of, and the liabilities associated with, our respective businesses. The Separation Agreement also provides for the settlement or extinguishment of certain liabilities and other obligations between us and Xerox.

Internal Transactions. The Separation Agreement describes certain actions related to our separation from Xerox that occurred prior to the Distribution, including a total cash transfer by the Company to Xerox of approximately $1,820 million and a transfer by Xerox to the Company of certain assets (the “Internal Transactions”).

Cash Adjustment. So that the Company would be capitalized with $225 million of cash as of the Spin-Off, the Separation Agreement provided that to the extent the Company’s actual cash balance as of the Spin-Off was less than $225 million Xerox would make a payment following the Spin-Off to the Company equal to that shortfall and to the extent the Company’s actual cash balance as of the Spin-Off exceeded $225 million the Company would make a payment following the Spin-Off to Xerox equal to that excess. The Separation Agreement also provided that Xerox would transfer cash to the Company following the Spin-Off to the extent Xerox’s cash balance as of the Spin-Off, subject to certain adjustments, exceeded an agreed amount. These transfers have already occurred.

Intercompany Arrangements. All agreements, arrangements, commitments and understandings, including most intercompany accounts payable or accounts receivable, between us, on the one hand, and Xerox, on the other hand, terminated effective as of the Distribution, except specified agreements and arrangements that were intended to survive the Distribution.

Credit Support. We agreed to use reasonable best efforts to arrange, prior to the Distribution, for the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances of credit support currently provided by or through Xerox or any of its affiliates for the benefit of us or any of our affiliates.

Representations and Warranties. In general, neither we nor Xerox made any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may be required in connection with these transfers or assumptions, the value or freedom from any lien or other security interest of any assets transferred, the absence of any defenses relating to any claim of either party or the legal sufficiency of any conveyance documents. Except as expressly set forth in the Separation Agreement and certain other ancillary agreements, all assets were transferred on an “as is,” “where is” basis.

Information in this Proxy Statement with respect to the assets and liabilities of the Company and Xerox following the Distribution is presented based on the allocation of such assets and liabilities pursuant to the Separation Agreement and the ancillary agreements, unless the context otherwise requires. The Separation Agreement provides that, in the event that the transfer or assignment of certain assets or liabilities to the Company or Xerox, as applicable, did not occur prior to the Distribution, then until such assets or liabilities are able to be transferred or assigned, the Company or Xerox, as applicable, will hold such assets for the use and benefit of the other party and retain such liabilities for the account and at the expense of the other party, provided that the other party will reimburse the Company or Xerox, as applicable, for any payments made in connection with the holding of such assets or the retention of such liabilities.

Further Assurances. The parties will use reasonable best efforts to effect any transfers contemplated by the Separation Agreement that have not been consummated prior to the Distribution as promptly as practicable following the Distribution Date. In addition, the parties will use reasonable best efforts to effect any transfer or re-transfer of any asset or liability that was improperly transferred or retained as promptly as practicable following the Distribution Date.

The Distribution. The Separation Agreement governs Xerox’s and our respective rights and obligations regarding the Distribution. Prior to the Distribution, Xerox delivered all the issued and outstanding shares of our

common stock to the distribution agent. Following the Distribution Date, the distribution agent electronically delivered the shares of our common stock to Xerox shareholders based on the distribution ratio.

Exchange of Information. We and Xerox agreed to provide each other with information reasonably necessary to comply with reporting, disclosure, filing or other requirements of any national securities exchange or governmental authority, for use in judicial, regulatory, administrative and other proceedings and to satisfy audit, accounting, litigation and other similar requests. We and Xerox also agreed to use reasonable best efforts to retain such information in accordance with our respective record retention policies as in effect on the date of the Separation Agreement. Each party also agreed to use its reasonable best efforts to assist the other with its financial reporting and audit obligations for an agreed period of time.

Release of Claims. We and Xerox each agreed to release the other and its affiliates, successors and assigns, and all persons that prior to the Distribution had been the other’s shareholders, directors, officers, members, agents and employees, and their respective heirs, executors, administrators, successors and assigns, from any claims against any of them that arose out of or relate to events, circumstances or actions occurring or failing to occur or any conditions existing at or prior to the time of the Distribution. These releases are subject to exceptions set forth in the Separation Agreement.

Indemnification. We and Xerox each agreed to indemnify the other and each of the other’s current, former and future directors, officers and employees, and each of the heirs, administrators, executors, successors and assigns of any of them, against certain liabilities incurred in connection with the Spin-Off and our and Xerox’s respective businesses. The amount of either Xerox’s or our indemnification obligations will be reduced by any insurance proceeds the party being indemnified receives. The Separation Agreement also specifies procedures regarding claims subject to indemnification.

Transition Services Agreement

We entered into a Transition Services Agreement (the “Transition Services Agreement”) with Xerox pursuant to which Xerox is providing the Company, and the Company is providing Xerox, with specified services for a limited time to help ensure an orderly transition following the completion of the Spin-Off. The Transition Services Agreement specifies the calculation of the costs for these services. The provider or recipient of a particular service is generally able to terminate that service prior to the scheduled expiration date in the event of the other party’s uncured material breach with respect to such service, and the recipient of a particular service may terminate such service for convenience, subject to a specified minimum notice period. The cumulative liability of each party in its capacity as service provider under the transition services agreement is limited to the aggregate amount paid to it for services under the agreement.

Tax Matters Agreement

We entered into a Tax Matters Agreement (the “Tax Matters Agreement”) with Xerox that governs the Company’s and Xerox’s rights, responsibilities and obligations after the Spin-Off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax matters regarding income taxes, other taxes and related tax returns.

With respect to taxes other than those incurred in connection with the Spin-Off (which are discussed below), the Tax Matters Agreement provides that the Company will generally indemnify Xerox for (1) any taxes of the Company and its subsidiaries for all periods after the Distribution and (2) any taxes of Xerox and its subsidiaries for periods prior to the Distribution to the extent attributable to Xerox’s BPS Business.

The Tax Matters Agreement generally provides that the Company will indemnify Xerox for any taxes resulting from the failure of certain steps of the Spin-Off to qualify for their intended tax treatment under U.S. federal income tax laws, where such taxes result from (1) untrue representations and breaches of covenants that the Company made and agrees to in connection with the Spin-Off (including representations the Company made in connection with a tax opinion received by Xerox and covenants containing the restrictions described below that are designed to preserve the tax-free nature of the Distribution), (2) the application of certain provisions of U.S. federal income tax law to the Spin-Off or (3) any other actions that the Company knows or reasonably should expect would give rise to such taxes. The Company is also required to indemnify Xerox for any taxes in excess of certain threshold amounts relating to certain steps of the Internal Transactions and resulting from breaches

of covenants that the Company made and agrees to in connection with the Spin-Off. The Company and Xerox generally have joint control over any audit or other proceeding relating to the Spin-Off.

The Tax Matters Agreement imposes certain restrictions on the Company and its subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) that are designed to preserve the tax-free nature of the Distribution. These restrictions apply for the two-year period after the Distribution. The Company is able to engage in an otherwise restricted action if the Company obtains appropriate advice from counsel (or a ruling from the IRS).

Employee Matters Agreement

We entered into an Employee Matters Agreement (the “Employee Matters Agreement”) with Xerox that addresses certain employment, compensation and benefits matters, including the allocation and treatment of certain assets and liabilities relating to our employees and the compensation and benefit plans and programs in which our employees participated prior to the Spin-Off, as well as certain other human resources, employment and employee benefit matters.

Following the Spin-Off, we generally remain responsible for any employment-related liabilities that relate to individuals who were employed by us at the time the event giving rise to the liability arose (whether before or after the Spin-Off). In addition, we assumed responsibility for any change in control, severance or other individual agreements that our employees entered into with Xerox prior to the Spin-Off.

We are responsible for annual bonus payments for our employees for the year in which the Spin-Off occurred, and Xerox will reimburse us for the full amount of any such bonuses that we pay to individuals who transferred to us from Xerox in connection with the Spin-Off. Likewise, Xerox is responsible for annual bonus payments for Xerox employees for the year in which the Spin-Off occurred, and we will reimburse Xerox for the full amount of any such annual bonuses that Xerox pays to individuals who transferred to Xerox from us in connection with the Spin-Off.

Following the Spin-Off, we generally provide coverage for our employees under our health, welfare and other benefit plans, and we remain responsible for all liabilities incurred under our health, welfare and other benefit plans prior to the Spin-Off. Xerox remains responsible for all liabilities incurred under its health, welfare and other benefit plans prior to the Spin-Off, including any that relate to our employees.

With certain exceptions relating to plans maintained outside the United States, the Company’s employees participate under the Company’s benefit plans, and Xerox remains responsible for any liabilities accrued by our employees under Xerox’s qualified and nonqualified pension plans, and we remain responsible for any liabilities accrued by Xerox employees under our nonqualified pension plans. Following the Spin-Off, our employees were permitted to elect to rollover their account balances under Xerox’s 401(k) plan to our 401(k) plan, and Xerox employees were permitted to elect to rollover their account balances under our 401(k) plan to Xerox’s 401(k) plan.

In the case of any of our employees who participated in Xerox’s U.S. tax qualified pension plan prior to the Spin-Off and were within one year of age 55 or 30 years of vesting service at the time of the Spin-Off, Xerox will recognize up to one year of service by such employees with us and up to one year of age attained by such employees after the Spin-Off in order to bridge such employees into early retirement under such plans, subject to the employee’s continued service with us during the relevant period following the Spin-Off.

Intellectual Property Agreement

We entered into an Intellectual Property Agreement (the “Intellectual Property Agreement”) with Xerox pursuant to which all of the intellectual property rights of the BPS Business and the liabilities relating to, arising out of or resulting therefrom not already owned by the Company and owned by Xerox prior to the Spin-Off were transferred to the Company.

Xerox also granted the Company certain irrevocable, non-exclusive, worldwide, sublicensable (only in specified circumstances) and royalty-free licenses to certain of Xerox’s intellectual property used in the BPS Business for use in the Company’s field. The license to the Company is transferable generally with any sale or transfer of a business of the Company that utilizes Xerox’s intellectual property.

The Company also granted back to Xerox certain irrevocable, non-exclusive, worldwide, sublicensable (only in specified circumstances) and royalty-free licenses to certain of the Company’s intellectual property for use in Xerox’s field. The license to Xerox is transferable generally with any sale or transfer of a Xerox business that utilizes the Company’s intellectual property.

Trademark License Agreement

We entered into a Trademark License Agreement (the “Trademark License Agreement”) with Xerox pursuant to which Xerox granted the Company a fully paid-up, royalty free, non-sublicenseable, non-exclusive license to use certain of Xerox’s trademarks, trade names and service marks in connection with the sale, provision, marketing, performance and promotion of the products, services and offerings of the BPS Business as it existed immediately prior to the Distribution. The term of the license is 12 months following the Spin-Off, which may be extended to 18 months if requested by the Company and approved by Xerox (in its sole discretion). The Company is not permitted to assign its rights to the licensed marks, except with the prior written consent of Xerox.

Ongoing Commercial Agreements

In addition to the above agreements, we are also currently party to various other agreements with Xerox and its subsidiaries, including those relating to real estate, that are intended to continue post-Distribution subject to their existing terms or terms and conditions to be negotiated and agreed to. We do not consider these agreements to be material.

Other Arrangements

Prior to the Spin-Off, we have had various other arrangements with Xerox, including arrangements whereby Xerox performed various corporate functions for us, including, but not limited to, senior management, legal, human resources, finance and accounting, treasury, information technology, marketing and communication, internal audit and other shared services. As described in more detail in “—Separation and Distribution Agreement” above, these arrangements, other than those contemplated pursuant to the Transition Services Agreement, were generally terminated in connection with the Spin-Off. We do not consider these arrangements with Xerox to be material.

Exchange Agreement

On October 27, 2016, Xerox and the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Mr. Darwin Deason, who is the beneficial owner of more than five percent of our Common Stock. Pursuant to the terms of the Exchange Agreement, on the Distribution Date Xerox transferred 180,000 shares of Xerox Series B Convertible Perpetual Preferred Stock, par value $1.00 per share, and 120,000 shares of Conduent Series A Convertible Perpetual Preferred Stock, par value $0.01 per share, to Mr. Deason in exchange for all of Mr. Deason’s shares of Xerox Series A Convertible Perpetual Preferred Stock, par value $1.00 per share.

Related Person Transactions Policy

The Board has adopted a policy addressing the Company’s procedures with respect to the review, approval and ratification of “related person transactions” that are required to be disclosed pursuant to Item 404(a) of RegulationS-K. The policy provides that any transaction, arrangement or relationship, or series of similar transactions, in which the Company will participate or has participated and a “related person” (as defined in Item 404(a) of RegulationS-K) has or will have a direct or indirect material interest, and whichwhere the amount involved exceeds $120,000 in the aggregate, is subject to review (each such transaction, a “Related Person Transaction”). In its review of Related Person Transactions, the Corporate Governance Committee reviews the material facts and circumstances of the transaction and takes into account certain factors, where appropriate, based on the particular facts and circumstances, including: (i) the nature of the “related person’s” interest in the transaction; (ii) the significance of the transaction to the Company and to the “related person”; and (iii) whether the transaction is likely to impair the judgment of the “related person” to act in the best interest of the Company.

No member of the Corporate Governance Committee may participate in the review, approval or ratification of a transaction with respect to which he or she is a “related person.”

During 2019, we hired the law firm of King and Spalding LLP (King & Spalding) to represent the Company in a lawsuit filed against the Company in 2019 (Nelson et.al v. Comerica Bank and Conduent Business Services LLClitigation). James C. Woolery, an equity partner at King & Spalding, is thebrother-in-law of our Executive Vice President, General Counsel and Secretary, J. Michael Peffer. Mr. Peffer’s son is also an associate at King & Spalding. The Corporate Governance Committee reviewed and approved this relationship under our related party transaction policy.

Icahn Agreements and Deason Agreement

See above under “Proposal 1 – Election of Directors” for information regarding our interest in (1) agreements between Xerox and the Icahn Group and (2) the agreement with Darwin Deason.

Certain Employment Arrangements

We actively recruit qualified candidates for our employment needs. Relatives of our executive officers and other employees are eligible for hire. In 2016, we did not have any non-executive employees who were2018, no immediate family member of our current executive officers or directors was employed by the Company or one of its subsidiaries whoand received more than $120,000 in annual compensation (salary, incentive cash awards, equity awards and commissions) and are related to our current executive officers, including executive officers who are also directors..

BOARD OF DIRECTORS AND BOARD COMMITTEES

Committee Functions, Membership and Meetings

Our Board has four standing committees: Audit, Compensation, Corporate Governance and Finance. Set forth below is a list of the committees of our Board, a summary of the responsibilities of each committee, the number of committee meetings held during 20162018 for each committee and a list of the members of each committee.

Audit Committee (0(10 meetings)

A copy of the charter of the Audit Committee is posted on the Company’s website atwww.conduent.com/corporate-governance.

The responsibilities of the Audit Committee include:

The Audit Committee is also responsible for the preparation of the Audit Committee Report that is included in this Proxy Statement beginning on page 64.53.

Members: Joie A. Gregor; Michael Nevin;Nicholas Graziano; and Virginia M. Wilson

Chair: Ms. Wilson

The Board has determined that (1) all of the members of the Audit Committee are independent under the Company’s Corporate Governance Guidelines and under the applicable SEC and NYSE Corporate Governance Rules and are financially literate and (2) Ms. Wilson and Mr. NevinGraziano are “audit committee financial experts,” as defined in the applicable SEC rules. Designation or identification of a person as an audit committee financial expert does not impose any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Audit Committee and the Board in the absence of such designation or identification.

Compensation Committee (0(8 meetings)

A copy of the charter of the Compensation Committee is posted on the Company’s website atwww.conduent.com/corporate-governance.

The responsibilities of the Compensation Committee include:

Annual Performance Incentive Plan and the Executive Long-Term Incentive Program as described in the CD&A. The Compensation Committee meets in executive session to review and approve compensation actions for the CEO.

The Compensation Committee has retained Frederic W. Cook & Co. (“F.W. Cook”) as an independent consultant to the Compensation Committee. F.W. Cook provides no services to management and provides an annual letter to the Compensation Committee regarding its independence, which the Compensation Committee reviews and determines whether there is any conflict of interest. Based on its review for 2016,2018, the Compensation Committee determined that F.W. Cook’s work has not raised any conflict of interest and that such firm is independent. The consultant’s responsibilities are discussed on page 3026 of this Proxy Statement.

Members: Paul Galant; Joie A. Gregor;Gregor and Courtney MatherWilliam G. Parrett

Chair: Ms. Gregor

The Board has determined that all of the members of the Compensation Committee are independent under the Company’s Corporate Governance Guidelines and the applicable NYSE Corporate Governance Rules. In addition,rules and that each Committee member is a “non-employee“non-employee director” as defined in Rule16b-3 under the Securities Exchange Act of 1934 and is an “outside director” as defined in Section 162(m) of the Code. Virginia M. Wilson, who served on the Compensation Committee until December 31, 2016, satisfied the foregoing independence standards during her time as a member of the Compensation Committee.(“Exchange Act”).

Compensation Committee Interlocks and Insider Participation

During 2018, Mr. Galant, Ms. Gregor, Mr. Mather, Mr. Nevin and Mr. Parrett served on our Compensation Committee. No member of the Compensation Committee was or is an officer or employee of the Company or any of its subsidiaries. In addition, during the last fiscal year, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Board or Compensation Committee.

Corporate Governance Committee (0(5 meetings)

A copy of the charter of the Corporate Governance Committee is posted on the Company’s website atwww.conduent.com/corporate-governance.

The responsibilities of the Corporate Governance Committee include:

The Corporate Governance Committee recommends to the Board nominees for election as directors of the Company and considers the performance of incumbent directors in determining whether to recommend their nomination.

Members: Vincent J. Intrieri;Nicholas Graziano; Michael A. Nutter;Nutter and William G. Parrett

Chair: Mr. Nutter

The Board has determined that all of the members of the Corporate Governance Committee are independent under the Company’s Corporate Governance Guidelines and the applicable NYSE Corporate Governance Rules. Virginia M. Wilson, who served on the Compensation Committee until December 31, 2016, satisfied the foregoing independence standards during her time as a member of the Corporate Governance Committee.rules.

Finance Committee (0(5 meetings)

A copy of the charter of the Finance Committee is posted on the Company’s website atwww.conduent.com/corporate-governance.

The responsibilities of the Finance Committee are:include:

Members: Vincent J. Intrieri;Scott Letier; Courtney Mather; Michael A. Nutter; William G. Parrett; and Virginia M. Wilson (Mr. Parrett was reassigned by the Board from the Finance Committee to the Compensation Committee on December 18, 2018 and the Board appointed Mr. Letier to the Finance Committee on his election to the Board on that date.)

Chair: Mr. IntrieriMather.

The Board has determined that all of the members of the Finance Committee are independent under the Company’s Corporate Governance Guidelines and the applicable NYSE Corporate Governance Rules.rules.

Board and Committee Meetings; Annual Meeting Attendance

Board and Committee Meeting Attendance: As a subsidiary of Xerox until consummation of the Spin-Off in December 2016, we did not hold an annual meeting of shareholders or any Board or committee11 meetings in 2016.

Annual Meeting Attendance Policy: The Company’s policy generally is for all members of the Board to attendof Directors were held in 2018. The number of meetings held by each of our Board committees is noted above under “Committee Functions, Membership and Meetings.” All incumbent directors attended at least 95% of the Annual Meetingtotal number of Shareholders.meetings of the Board and Board committees on which they served. We believe that attendance at meetings is only one means by which directors may contribute to the effective management of the Company and that the contributions of all directors have been substantial and are highly valued.

Annual Meeting Attendance Policy: The Company’s policy generally is for all members of the Board to attend the Annual Meeting of Shareholders. All nominees who were serving as directors at the time attended the 2018 Annual Meeting of Shareholders.

Summary of Annual Director Compensation

Prior toOur Board, upon the Spin-Off,review and recommendation of our BoardCorporate Governance Committee, previously adopted a compensation program for ournon-employee directors effective beginning January 1, 2017 upon the completion2018. The following is a brief summary of the Spin-Off. The following table shows the compensation paid by Conduent for the fiscal year ended December 31, 2016 to its non-employee directors. Other than Ms. Wilson, our non-employee directors did not receive compensation for their service in 2016. Ashok Vemuri, Chief Executive Officer, is not included in this table because he is an employeematerial elements of the Company and receives no additional compensation for his service as a director. The compensation received by Mr. Vemuri as an employee is shown in the 2016 Summary Compensation Table.program.

Cash Compensation

Under the program,non-employee directors will receive $80,000 per year as an annual cash retainer for their service on the Board. In addition,non-employee directors will receive additional cash retainers for the following roles:

All directors willare also be reimbursed for reasonable expenses incurred in connection with service on the Board or any of its Committees.

Equity Compensation

Under the program, eachnon-employee director will beis automatically eligible for an annual equity award grantsgranted in the form of DSUs under the Director Equity Plan with a grant-date fair value of approximately $145,000. DSUs arePlan. A DSU is a bookkeeping entry that represents the right to receive one share of our common stockCommon Stock at a future date. DSUs are vested on the date of grant and include the right to receive dividend equivalents, which are credited in the form of additional DSUs, at the same time and in approximately the same amounts that the holder of an equivalent number of shares of our common stockCommon Stock would be entitled to receive in dividends.

The total number of all DSUs held by each director as of December 31, 2018 is as follows: Mr. Graziano, 5,758; Ms. Gregor, 20,984; Mr. Letier, 0 (Mr. Letier’s DSUs for his 2018 service were awarded in January 2019); Mr. Mather, 25,515; Mr. Nevin, 20,984; Mr. Nutter, 20,984; Mr. Parrett, 25,515; and Ms. Wilson, 20,984.

SECURITIES OWNERSHIP

Ownership of Company Securities (1)

We are not aware of any person who, or group which, owns beneficially more than 5% of any class of the Company’s equity securities as of December 31, 2016,2018, except as set forth below.

Represents shares of Conduent common stockCommon Stock held by the following group of entities associated with Carl C. Icahn: High River Limited Partnership (“High River”River”), Hopper Investments LLC (“Hopper”Hopper”), Barberry Corp. (“Barberry”Barberry”), Icahn Partners Master Fund LP (“Icahn Master”Master”), Icahn Offshore LP (“Icahn Offshore”Offshore”), Icahn Partners LP (“Icahn Partners”Partners”), Icahn Onshore LP (“Icahn Onshore”Onshore”), Icahn Capital LP (“Icahn Capital”Capital”), IPH GP LLC (“IPH”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”GP”) and Beckton Corp. (“Beckton”Beckton”)(collectively, the “Reporting Persons”“Reporting Persons”). The principal business address of (i) each of High River, Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Master, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, and (ii) Mr. Icahn is c/o Icahn Associates Holding LLC, 767 Fifth Avenue, 47th Floor, New York, NY 10153.

High River has sole voting power and sole dispositive power with regard to 3,961,2004,917,308 shares of Conduent common stock.Common Stock. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares of Conduent common stock.Common Stock. Icahn Master has sole voting power and sole dispositive power with regard to 6,563,0188,156,433 shares of Conduent common stock.Common Stock. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares of Conduent common stock.Common Stock. Icahn Partners has sole voting power and

sole dispositive power with regard to 9,281,78211,512,799 shares of Conduent common stock.Common Stock. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares of Conduent common stock.Common Stock.

Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, may be deemed to indirectly beneficially own the shares of Conduent common stockCommon Stock which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such shares of Conduent common stockCommon Stock for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, may be deemed to indirectly beneficially own the shares of Conduent common stockCommon Stock which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Conduent

common stockCommon Stock for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, may be deemed to indirectly beneficially own the shares of Conduent common stockCommon Stock which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Conduent common stockCommon Stock for all other purposes.

Shares of Common Stock of the Company owned beneficially by the directors and nominees for director, each of the current executive officers named in the Summary Compensation Table and all directors and current executive officers as a group, as of February 28, 2017,2019, were as follows:follows. These individuals have sole voting and dispositive power with respect to the reported shares.

Percent Owned by Directors and Executive Officers:Each director and executive officer beneficially owned less than 1% of the aggregate number of shares of Common Stock outstanding as of February 28, 2017.2019. The amount beneficially owned by all directors and executive officers as a group also amounted to less than 1%.

Amount Beneficially Owned:The numbers shown are the shares of Common Stock considered beneficially owned by the directors and executive officers in accordance with SEC rules. rules and includes shares held indirectly.

Shares of Common Stock which executive officers, directors and directors hadnominees have a right, within 60 days of February 28, 2017,2019, to acquire upon the exercise of options or rights or upon vesting of performance shares, DSUs or restricted stock units are included. Shares held in a grantor retained annuity trust or by family members and vested shares, the receipt of which have been deferred under one or more equity compensation programs, are also included. All these are counted as outstandingrequired to be included for purposes of computingdetermining beneficial ownership. None of our executive officers, directors or nominees hold any Company securities which are exercisable or scheduled to vest within 60 days of February 28, 2019 with the percentageexception of Common Stock outstandingDSUs as follows: Graziano, 5,758; Gregor, 11,297; Mather, 13,675; and beneficially owned by such person.Parrett, 13,675.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the 1934Exchange Act (“Section 16”) requires the Company’s directors, executive officers and persons who own more than ten percent of the Common Stock of the Company, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock of the Company. Directors, executive officers and greater than ten percent shareholders are required by the regulations of the SEC to furnish the Company with copies of all Section 16 reports they file. Based solely on review of the copies of suchthese reports, furnished to the Company or written representations from these persons that no other reports were required to be filed with the SEC, the Company believes that all reports for the Company’s directors, and executive officers and ten percent shareholders that were required to be filed under Section 16 during the fiscal year ended December 31, 20162018 were timely filed except for Paul Galant, Joie A. Gregor, Vincent J. Intrieri, Courtney Mather, Michael Nevin, Michael A. Nutterwith the exception of one Form 4 reporting one transaction filed jointly by Carl C. Icahn, High River Limited Partnership, Icahn Partners LP and William G. Parrett, who each had a late Form 3 filing.Icahn Partners Master Fund LP.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

Since Xerox Services (which became Conduent Inc.) was a subsidiary of Xerox until the completion of theSpin-Off on December 31, 2016, our employees participated in the compensation and benefit programs of Xerox and its subsidiaries in fiscal year 2016. Therefore, except as otherwise indicated, the compensation arrangements and benefit programs discussed inIn this Compensation Discussion &and Analysis (“CD&A”) are those, we discuss the compensation philosophy, programs and practices adopted by the Compensation Committee of Xerox. As used below, “Xerox Services” includes the BPO BusinessBoard of Directors of Conduent (the “Compensation Committee”) for our named executive officers and Xerox’s Document Outsourcing business. Executivereview the various objectives and elements of our executive compensation program, its alignment with performance and the 2018 compensation decisions following theSpin-Off are made by the Conduent Compensation Committee.regarding our named executive officers.

Named Executive Officers

The executives whose compensation is discussed inFor purposes of this CD&A (referred to asand the disclosure that follows, the following are our “namednamed executive officers”) and their respective titlesofficers for fiscal year 2016 are:2018:

¹ Mr. Amoriell retired from the Company on January 11, 2019.

EXECUTIVE SUMMARY

Conduent continued to make progress in 2018 by transforming in meaningful ways and positioning itself for sustainable, profitable growth in the future. We achieved success on a number of fronts, including strengthening our balance sheet, completing the program to divest ournon-core businesses, exceeding the goals under our3-year transformation program, completing the tender offer of our senior unsecured high-yield notes, and completing the Company’s first acquisition. However, due to continued pressure on revenue growth and operational challenges during the third and fourth quarters of fiscal 2018, we achieved lower than target financial performance on two measures: revenue and adjusted EBITDA. As a result, the named executive officers achieved lower than target variable compensation payouts commensurate with our results. We are addressing the challenges that we faced in 2018 head-on and have made significant investments in technology modernization and standardization to support our long-term strategy and focus on digital interactions. We

ended the year with a strong balance sheet, a portfolio of core businesses and offerings, a refreshed sales team andgo-to-market strategy, and the right team to lead the organization to the next phase – our pivot to growth.

2018 Financial Achievements

Mr. Vemuri assumed2018 Operational Achievements

²Please seeSpin-Off.“Non-GAAP In September 2016, Mr. Webb-Walsh entered into a letter agreement with Xerox to provide that he would become a Corporate Officer of Xerox, effective October 1, 2016,Financial Measures” and“Non-GAAP Reconciliations” on pages 47-51 in this Proxy Statement for information on our Senior Vice President and Chief Financial Officer, effective upon the completion of theSpin-Off.non-GAAP On December 31, 2016, Mr. Zapfel ceased active employment with Xerox in connection with organizational changes relating to theSpin-Off. In 2016, Mr. Warren was employed by Xerox Services and was anfinancial measures.

Shareholder Say on Pay

Our executive officer of Conduent. He became an employee of Xerox, effective January 1, 2017.

This CD&A will becompensation is subject to an annual advisorysay-on-pay vote of shareholders at our Annual Meeting. The Compensation Committee considers the outcome of say on pay votes when making compensation decisions for our named executive officers. At the 2018 Annual Meeting and we will also conduct an advisorysay-on-frequency vote at the Annual Meeting.of Shareholders, 98.7% of shares voted were in favor of our executive compensation. Our Board and the Compensation Committee greatly value the benefits of maintaining a dialogue with our shareholders and understanding their views. The executive management team of Conduent established and participated in various shareholder engagement activities in 2018. Conduent’s investor relations function proactively engages with our shareholders to provide updates on the performance of the Company and solicit feedback on various topics.

OUR EXECUTIVE COMPENSATION PROGRAM

Compensation Committee intendsPhilosophy

Our Executive Compensation Programs are designed to considerattract, motivate, reward and retain the outcome of futuresay-on-pay votes when making future compensation decisions forworld class talent necessary to drive our named executive officers.business strategy, creating shareholder value. Our programs are designed to follow these principles:

Linking Pay to Performance

Checklist of Compensation Practices

2018 Total Direct Compensation Targets for Named Executive Officers

The XeroxCompensation Committee approved the annual target compensation levels for all executive compensation program described in this CD&A was designed toofficers. To reinforce the Company’s pay for performance and the creationphilosophy, 86% of long-term shareholder value, and to align executive compensation with its business strategy. Accordingly, we reward our executive officers when we achieve short- and long-term performance objectives and scale down compensation when we do not achieve those

objectives. When determining payouts under the short-term incentive program, the Compensation Committee of the Xerox Board of Directors (the “Xerox Compensation Committee”) and the Conduent Compensation Committee consider the quality of the performance results from enterprise and individual perspectives, while taking into account alignment with shareholder interests.

Summary of 2016 Compensation Actions

The primary elements of the executive compensation program for our named executive officers are:

The Xerox Compensation Committee made several decisions regarding Mr. Vemuri’s and Mr. Zapfel’sCEO’s targeted total director compensation, and Ursula M. Burns, Chief Executive Officer of Xerox (the “Xerox CEO”), generally in consultation with Mr. Zapfel and Mr. Vemuri, made decisions regarding the compensation of our other named executive officers in 2016, as summarized below. Since Mr. Vemuri and Mr. Zapfel were executive officers of Xerox for 2016, the Xerox Compensation Committee was responsible for decisions regarding their compensation, as provided in its charter. Decisions regarding their compensation were recommended by the Xerox Compensation Committee and approved by the Conduent Compensation Committee. Since our other named executive officers were not executive officers of Xerox, the Xerox CEO, generally in consultation with Mr. Zapfel and Mr. Vemuri, were responsible for decisions regarding their compensation consistent with the overall design of the Xerox executive compensation program. Decisions regarding final payment of compensation were approved by the Conduent Compensation Committee, generally in consultation with Mr. Vemuri.

Base Salaries

In connection with his promotion to Corporate Officer of Xerox, effective October 1, 2016, and Senior Vice President and Chief Financial Officer of Conduent, effective upon the completion of theSpin-Off,Mr. Webb-Walsh’s base salary was increased from $295,000 to $450,000, effective October 1, 2016. Mr. Warren’s and Ms. Harvey’s base salaries were increased from $450,000 to $495,000 and from $525,000 to $536,000, respectively, effective April 1, 2016, in connection with their annual merit review, as a result of individual contributions to the Company. The base salarieson average 70% for our other named executive officers, is variable and “at risk.” Additionally, 53% of targeted total direct compensation for 2016 were unchanged from 2015. For furtherour Chief Executive Officer and, on average, 46% for our other named executive officers is subject to achievement of performance goals.

The charts below reflect the 2018 pay mix for our named executive officers and the Named Executive Officers—Base Salary.”portion of their targeted total direct compensation that is variable pay. Basing this variable compensation upon financial results and share price directly aligns our executives with shareholder value creation.

CEO - Pay Mix		All Other Named Executive Officers – Pay Mix

Linking Pay with Performance

Short-Term Incentives

AllEach of our named executive officers participated in the Xerox Annual Performance Incentive Program (“APIP”APIP”). which focused on the business priorities for 2018. The 20162018 performance measures and weightings for Mr. Vemuri and Mr. Zapfel were adjusted EPS (20%APIP were: Adjusted EBITDA (50%), Revenue (at constant currency revenue growth (20%), operating cash flow (20%currency) (40%) and an assessment byM&A Strategic Goal (10%). For 2018, the Xerox CEO and the Xerox Board of Directors of the successful completionCommittee determined to theSpin-Off (the “separation performance measure”) (40%) (referred to collectively as “Xerox Corporate” performance goals). The separation performance measure is given greater weighting to emphasize the challenges, effort and focus required for a successful completion of theSpin-Off. Performance for 2016 with respect to adjusted EPS was at $1.13, constant currency revenue growth was at (4)% and operating cash flow was at $1.293B. Based on the successful completion of theSpin-Off as intended on December 31, 2016, it was determined that the payout factor for the separation performance measure would be 1.0. Xerox senior management recommended to the Xerox Compensation Committeeuse an overall payout factor of .93 that reflected Company performance results for all four measures. Following the certification of performance for 2016 by the Xerox Compensation Committee, the Compensation Committee certified achievement of the 2016 performance goals and the overall payout factor on March 6, 2017, based on the achievement and overall payout factor approved by the Xerox Compensation Committee.

The 2016 performance measures and weightings for Mr. Webb-Walsh and Ms. Watts were performance profit (35%), constant currency revenue growth (20%) and free cash flow (20%) for Xerox Services and the Xerox Corporate performance goals described above (25%). The 2016 performance measures and weightings for Mr. Warren were operating profit (35%), constant currency revenue (20%) and free cash flow (20%) for Xerox Services – Commercial and Xerox Corporation performance goals (25%). The 2016 performance measures and weightings for Ms. Harvey were operating profit (35%), constant currency revenue (20%) and cash collectionM&A Goal as a percent of revenue (20%) for Xerox Services – Healthcare and Xerox Corporate performance goals (25%). In other words, 75% of the 2016 performance measures and weightings formetric to replace Revenue Productivity to more closely align our named executive officers other than Mr. Vemuri and Mr. Zapfel were based on performance measures related to Xerox Services or their applicable business unit, and the remainder were based on Xerox Corporate performance goals. Forofficers’ incentive compensation with our named executive officers other than Mr. Vemuri and Mr. Zapfel, the 2016 weightings for the Xerox Corporate performance goals were adjusted EPS (5%), constant currency revenue growth (5%), operating cash flow (5%) and the separation performance measure (10%).strategic priorities.

In connection with his promotion to Corporate Officer of Xerox, effective October 1, 2016, and Senior Vice President and Chief Financial Officer of Conduent, effective upon the completion of theSpin-Off,Mr. Webb-Walsh’s bonus target was increased from 50% to 75%, effective October 1, 2016. For additionalAdditional information regarding short-term incentives see “2016can be found under “2018 Compensation for the Named Executive Officers—Short-Term Incentives.”

Long-Term Incentives

BecauseIn early 2018, the Compensation Committee reviewed peer group data and approved a Long-Term Incentive Program (“LTIP”) that aligned with the interests of shareholders and the Company. The 2018 annual LTIP award includes a mix of 50% performance-based awards (Performance Stock Units) and 50% time-based awards (Restricted Stock Units). This approach balances the need to motivate and drive future behavior while being retentive and fostering stock ownership. Performance Stock Units are measured over three years. Performance for each year is measured againstpre-established annual goals and performance achievement is averaged over the three-year performance period (2018—2020). Vesting occurs at the end of the difficulty in setting three-year performance goals that would appropriately take into account theSpin-Off, for 2016, the Xeroxperiod. Restricted Stock Units are subject to three-year ratable vesting.

The Compensation Committee made a determination to replace the typical three-year performance award programapproved annual LTIP awards with a transitionalE-LTIP program in which 50% of the award was based on both service-based vesting conditions and achievingone-year performance goals measured for the fiscal year ending December 31, 2016 and 50% would be solely subject to service-based vesting conditions. The grant date for both portions of this award was JulyApril 1, 2016 and all earned shares will vest three years from the grant date.2018. Officers participated at their individual LTIP target level. The 20162018 performance measures and weightings for the portion of the award grantedare as performance shares were the same as the 2015E-LTIP: adjusted EPSfollows: Adjusted Profit Before Tax (“PBT”) (50%), revenue growth (30%) and Free Cash Flow, as adjusted operating cash flow (20%(50%) measured for fiscal 2016 performance only.

Based on a review conducted in 2015 of peer group total target compensation from the prior four years and trends in long-term incentive compensation over time, the target grant date value of the award for Mr. Zapfel was reduced to better align with his internal peers.

In addition, Mr. Warren, Ms. Harvey and Ms. Watts each received a special grant of restricted stock units (“RSUs”) on January 1, 2016 in order to incentivize retention of our key executive talent. In connection with his promotion to Corporate Officer of Xerox, effective October 1, 2016, and Senior Vice President and Chief Financial Officer of Conduent, Mr. Webb-Walsh received a special grant of RSUs. Vesting of the RSUs generally requires continued employment through the third anniversary of the grant date and would be forfeited upon earlier termination of employment, except for in limited cases such as (x) death, upon which the RSUs vest in full, or (y) disability, an involuntary termination without cause or termination following retirement eligibility, in which case apro-rata portion of the RSUs would vest.

As a result of theSpin-Off, each outstanding Xerox equity award held by an individual who was an employee of Conduent following theSpin-Off (including each of our named executive officers other than Mr. Warren and Mr. Zapfel) were converted entirely into an award with respect to Conduent Common Stock, and each outstanding Xerox equity award held by an individual who was an employee (including Mr. Warren) or a former employee (including Mr. Zapfel) of Xerox following theSpin-Off remained an award with respect to Xerox Common Stock. In each case, the award was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Xerox equity award. Following this adjustment, each 2013E-LTIP award, 2014E-LTIP award and 2016E-LTIP award remained subject to the same vesting conditions as prior to theSpin-Off, and each 2015E-LTIP award was additionally adjusted based on actual performance achieved through December 31, 2016 for 2/3 of the award, and based on target performance for the remainder of the award, and will otherwise remain subject to time- based vesting through the award’s original vesting date, except for in limited cases such as (x) death, upon which the awards vest in full, or (y) disability, an involuntary termination

without cause or termination following retirement eligibility, in which case a pro-rata portion of the awards would vest based on actual achievement of the applicable performance measures or (z) involuntary termination of employment (other than a termination for cause) or a voluntary termination for good reason following a change in control of the Company, upon which the awards vest in full at target performance.

For additional. Additional information regarding long-term incentives see the section entitled “2016can be found under “2018 Compensation for the Named Executive Officers—Long-Term Incentives.” Additional information

In addition to the annual LTIP award, Messrs. Vemuri and the amountWebb-Walsh each received aone-time Restricted Stock Unit award in recognition of their strategic leadership in establishing Conduent as a successful stand-alone company and exceeding transformational goals.

PROCESS FOR DETERMINING COMPENSATION

Role of the estimated payments and benefits payable to the named executive officers assuming a change in control of Conduent and a qualifying termination of employment is presented in the “Potential Payments Upon Termination or Change in Control” table.Compensation Committee

Separation Incentive Award Program

In light of the challenges of theSpin-Off, the XeroxThe Compensation Committee felt it was beneficial to Xerox and Conduent and their respective shareholders to provide a special separation incentive award program for select executives key to the success of theSpin-Off (including Mr. Webb-Walsh, Mr. Warren, Ms. Harvey and Ms. Watts. Under this program, the Xerox Compensation Committee approved cash separation incentive awards to be paid on theone-year anniversary of theSpin-Off. These cash awards will be paid if they remain an employee of Xerox or Conduent, as applicable, on the payment date or if their employment is terminated not for cause or upon death. For additional information regarding the separation incentive awards, see the subsection of “2016 Compensation for the Named Executive Officers” —entitled “Separation Incentive Award Program.”

Total Compensation

Complete compensation information for our named executive officers appears in the “Summary Compensation Table.” The following table shows annual base salary (as December 31, 2016 subject to the footnotes below) target and actual short-term incentive (APIP), and annual target long-term incentive(E-LTIP) compensation for 2016.

The Compensation Committee charter, effective upon completion of theSpin-Off, under which the Compensation Committee has the authority to retainretains an independent advisorconsultant for the purpose of reviewing and providing guidance related to executive compensation programs. The Compensation Committee’s responsibilities are discussed beginning on page 1915 of this Proxy Statement. A complete description of the Compensation Committee’s responsibilities and functions appears in its charter, which can be found on our website atwww.conduent.com/corporate-governance.

The Compensation Committee evaluates many factors when designing and establishing the executive compensation plans and targets. In determining the appropriate compensation levels, the Compensation Committee considers the scope and impact of the executive’s role within the organization, experience, sustained performance and future potential. The Committee also reviews the compensation levels of similarly positioned executives at peer companies, general industry compensation data, and internal pay considerations.

Role of the CEO

While the Compensation Committee is ultimately responsible for making all compensation decisions affecting compensation of our named executive officers, the CEO participates in the process by:

After receiving input from the CEO, the Compensation Committee makes its own assessments and formulates compensation amounts for each of our executive officers, including our named executive officers, ensuring that the total compensation for each is appropriate and competitive.

Role of the Independent Consultant

The Xerox Compensation Committee has retained the services of an independent compensation consulting firm, Frederic W. Cook & Co., Inc. (the “Consultant”“Consultant”), to assist with its responsibilities. The Consultant reports only to the Xerox Compensation Committee and has not performed any other work for Xerox or Conduent since being retained as an independent consultant to the Xerox Compensation Committee.Committee, except in its capacity as an independent advisor to the Corporate Governance Committee onnon-employee director compensation matters. As provided in its charter, the Xerox Compensation Committee has the authority to determine the scope of the Consultant’s services and may terminate the Consultant’s engagement at any time.

During 2016,2018, the Consultant provided the following services:

Best PracticesPeer Group

The Xerox Compensation Committee regularly reviewsapproved a peer group of companies with whom Conduent competes for business, investor capital and/or executive talent. The peer group is used to benchmark compensation bestfor our named executive officers as well as for general pay practices and makes changes to Xerox’s programs as appropriate.trends. The 2018 peer group consisted of the following companies: