Conduent Inc
5 nominees · 3 ballot items.
Election of five directors; Ratification of appointment of PricewaterhouseCoopers LLP as independent auditors for 2026; Advisory approval of 2025 named executive officer compensation.
Follow how the vote landed and what changed on Conduent Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElection of five director nominees (Harsha V. Agadi, Michael Fucci, Scott Letier, Margarita Paláu-Hernández, Greta Van) each for a one-year term.
- 2
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify PricewaterhouseCoopers LLP as Conduent’s independent registered public accounting firm for 2026.
- 3
Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay
ManagementBoard: FORNon-binding, advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.
More detail
This management proposal requests an advisory (non-binding) shareholder vote to approve the 2025 compensation for the named executive officers (NEOs) as disclosed in the proxy materials. Management and the Compensation Committee assert that the program is designed to attract, retain and motivate executives, aligns pay with company performance through short- and long-term incentives tied to Adjusted Revenue, Adjusted EBITDA Margin, Net ARR Activity and multi-year PRSUs linked to revenue growth and relative TSR, and includes features such as clawbacks and stock ownership requirements to mitigate risk and align interests with shareholders. The Compensation Committee used independent consultants and peer benchmarking, exercised discretion in certain payouts (including reducing the 2025 APIP pool and cancelling APIP Shares to avoid dilution), and will consider the advisory vote results in future compensation decisions. The board recommends a vote FOR this proposal because it believes the compensation policies drive shareholder value and reflect sound governance practices.
Nominees on the ballot5
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Neuberger Berman Group LLC | 9.8% | 15,172,996 | $19M |
| 2 | MILLER VALUE PARTNERS, LLC | 6.5% | 10,023,930 | $13M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.7% | 7,281,585 | $9M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 6,588,414 | $8M |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 4.2% | 6,483,873 | $8M |
| 6 | BlackRock, Inc. | 3.9% | 6,109,556 | $8M |
| 7 | BlackRock, Inc. | 3.6% | 5,599,981 | $7M |
| 8 | Blue Owl Capital Holdings LP | 3.2% | 5,036,595 | $6M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.3% | 3,582,235 | $5M |
| 10 | STATE STREET CORP | 2.2% | 3,447,768 | $4M |
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Frequently asked questions
- When is the Conduent Inc 2026 annual meeting?
- Conduent Inc (CNDT) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.
- What is the record date for the Conduent Inc 2026 meeting?
- The record date for the Conduent Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Conduent Inc's 2026 meeting?
- The board is presenting 5 director nominees at the Conduent Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Conduent Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Conduent Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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