Termination of a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Director Departure On August 25 and 26, 2026, in connection with its scheduled annual review of the Shareholders Agreement, dated December 18, 2018, between the Company and Darwin A.…
Filed Aug 28, 2026Accepted Aug 28, 2026, 4:01 PM EDTCIK 1677703Accession 0001677703-26-000099
Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum - creating valuable outcomes for its clients and the millions of people who count on them. The Company leverages cloud computing, artificial intelligence, machine learning, automation and advanced analytics to deliver mission-critical solutions. Through a dedicated global team of approximately 46,000(1) associates, process expertise and advanced technologies, Conduent’s solutions and services digitally transform its clients’ operations to enhance customer experiences, improve performance, increase efficiencies and reduce costs. Conduent adds momentum to its clients’ missions in many ways including disbursing approximately $80 billion in government payments annually, enabling approximately 2.0 billion customer service interactions annually, empowering millions of employees through HR services every year and processing over 14 million tolling transactions every day. Learn more at www.conduent.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Departure
On August 25 and 26, 2026, in connection with its scheduled annual review of the Shareholders Agreement, dated December 18, 2018, between the Company and Darwin A. Deason (the “Shareholders Agreement”), the Board of Directors of the Company (the “Board”) reviewed the status of the Shareholders Agreement and of the irrevocable resignation delivered thereunder by Scott Letier.
Mr. Letier was appointed to the Board as Mr. Deason’s designee under the Shareholders Agreement. Concurrently with the execution of the Shareholders Agreement, Mr. Letier delivered to the Company an irrevocable resignation from his position as a director of the Company and from all committees of the Board on which he serves, to become effective upon Mr. Deason, together with his controlled affiliates, ceasing to have beneficial ownership of at least 4.9% of the outstanding voting securities of the Company. Mr. Deason died on December 2, 2025. By its terms, the Shareholders Agreement and the rights thereunder are not assignable, directly or indirectly, by operation of law or otherwise.
Following its review, and upon the recommendation of the Corporate Governance Committee, the Board determined on August 26, 2026 that the conditions to Mr. Letier’s irrevocable resignation have been satisfied. Mr. Letier’s service as a director of the Company and on all committees of the Board on which he served ended on August 26, 2026. In addition, in light of Mr. Deason’s death all of the Company’s obligations under the Shareholders Agreement have been satisfied and the Shareholders Agreement is of no further force and effect.
Prior to his departure, Mr. Letier served as Chair of the Audit Committee of the Board and as a member of the Corporate Governance Committee and the Risk Oversight Committee of the Board. In connection with Mr. Letier’s departure, the Board appointed the members and Chairs of its standing committees as follows: the Audit Committee consists of Michael Fucci, as Chair, Greta Van and Adam Demuyakor; the Compensation Committee consists of Michael Fucci, as Chair, Margarita Paláu-Hernández, Greta Van and Adam Demuyakor; the Corporate Governance Committee consists of Adam Demuyakor, as Chair, Michael Fucci and Margarita Paláu-Hernández; and the Risk Oversight Committee consists of Greta Van, as Chair, Michael Fucci, Margarita Paláu-Hernández and Adam Demuyakor.
Item 1.02Item 1.02 - Termination of Material Agreement
Item 1.02 Termination of a Material Definitive Agreement.
The disclosures included in Item 5.02 above are incorporated herein by reference.
