cndt-20260406

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. 1)

_____________________

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to §240.14a-12

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):


x			No fee required.

o			Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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EXPLANATORY NOTE

On April 3, 2026, Conduent Incorporated (the “Company”) filed with the U.S. Securities and Exchange Commission its Definitive Proxy Statement on Schedule 14A for its Annual Meeting of Shareholders (the “Original Proxy Statement”) to be held on May 14, 2026 (the “Annual Meeting”). The Company is filing this amended and restated Proxy Statement solely to correct an inadvertent clerical error regarding (i) the amount of audit fees for professional services rendered by PricewaterhouseCoopers LLP, the Company's registered independent public accounting firm, for fiscal year 2025 as reported in the table under “Principal Auditor Fees and Services” on page 56 of the Original Proxy Statement and (ii) the pagination of the Original Proxy Statement after page 31. There are no other changes to the Original Proxy Statement. The full text of the amended and restated Proxy Statement follows:

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April 3, 2026

Dear Shareholders:

We are pleased to invite you to the 2026 Annual Meeting of Shareholders of Conduent Incorporated (the “Annual Meeting”) to be held on Thursday, May 14, 2026, at 9:30 a.m. (EDT). This year’s annual meeting will be conducted virtually, via a live audio webcast. You will be able to attend and participate in the Annual Meeting by visiting https://meetnow.global/MSQMFJ4, where you will be able to listen to the meeting live, submit questions and vote. As always, we encourage you to vote your shares prior to the Annual Meeting.

The attached notice of the Annual Meeting 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 carefully read the accompanying materials regarding the matters to be voted on at the meeting.

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

1.A proposal to elect five directors;

2.A proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026; and

3.A proposal to approve, on an advisory basis, the 2025 compensation of our named executive officers.

The Board of Directors unanimously recommends that you vote in favor of proposals 1, 2 and 3.

It is important that your shares be represented and voted at the Annual Meeting. 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,

Margarita Paláu-Hernández

Chair of the Board

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Notice of 2026 Annual Meeting of Shareholders

Conduent Incorporated

100 Campus Drive, Suite 200

Florham Park, New Jersey 07932


Date and Time:						Thursday, May 14, 2026, at 9:30 a.m. (EDT)

Location:						The Annual Meeting will be conducted virtually, via a live audio webcast; there will be no physical meeting location. You will not be able to attend the Annual Meeting in person.

Virtual Meeting Access:						You will be able to participate online and submit your questions during the meeting by visiting https://meetnow.global/MSQMFJ4. Details regarding how to participate in the meeting online are more fully described in the accompanying proxy statement.

Purpose:						Our shareholders will be asked to consider and vote on the following matters: (1) Election of five director nominees; (2) Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026; (3) Approval, on an advisory basis, of the 2025 compensation of our named executive officers; and (4) Consideration of such other business as may properly come before the meeting.

Record Date:						March 23, 2026 — You are eligible to vote if you were a shareholder of record as of the close of business on this date.

Proxy Voting:						(1) Telephone; (2) Internet; or (3) Proxy Card. For voting instructions, please review the Notice of Internet Availability of Proxy Materials or, if you requested and received a printed copy of the proxy materials, accompanying proxy card.

Importance of Vote:						Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy as soon as possible. You may submit your proxy for the Annual Meeting by using the Internet or telephone voting systems or by completing, signing, dating and returning your proxy card in the pre-addressed envelope provided. For specific instructions on how to vote your shares, please refer to the section entitled “How do I vote?” beginning on page 1 of this proxy statement and the instructions on the proxy card.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on May 14, 2026.

The Proxy Statement and 2025 Annual Report are available at

www.edocumentview.com/cndt or https://investor.conduent.com.

By order of the Board of Directors,

Michael Krawitz

Executive Vice President, General Counsel and Secretary

April 3, 2026

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TABLE OF CONTENTS


GENERAL INFORMATION ABOUT THE ANNUAL MEETING			1

PROPOSAL 1 — ELECTION OF DIRECTORS			6

Nominee Overview			6

Biographies			7

Board Diversity Matrix As of April 1, 2025 and 2026 and Nominees			10

CORPORATE GOVERNANCE			11

Director Nomination Process			11

Board Leadership Structure			12

Risk Oversight			12

Corporate Social Responsibility Oversight and Highlights			12

Director Independence			13

Certain Relationships and Related Person Transactions			14

BOARD OF DIRECTORS AND BOARD COMMITTEES			15

Committee Functions, Membership and Meetings			15

Board and Committee Meetings; Annual Meeting Attendance			19

Annual Director Compensation			19

SECURITIES OWNERSHIP			21

Securities Ownership of Certain Beneficial Owners			21

Section 16(a) Reports			23

COMPENSATION DISCUSSION AND ANALYSIS			23

Executive Summary			24

Executive Compensation Program			26

2025 Compensation for the Named Executive Officers			31

Performance Results and Payouts Under Prior Equity Awards			36

Savings Plans			37

Benefits and Perquisites			37

Employment and Separation			37

Governance of the Executive Compensation Programs			39

Certain Tax Implications of Executive Compensation			40

Compensation Committee Report			41

Summary Compensation Table			42

Grants of Plan-Based Awards in 2025			45

Outstanding Equity Awards at 2025 Fiscal Year-End			47

Stock Vested in 2025			49

Potential Payments Upon Termination or Change in Control			49

Equity Compensation Plan Information			53

CEO Pay Ratio Disclosure			53

Definitions			54

Non-GAAP Financial Measures			54

PAY VERSUS PERFORMANCE DISCLOSURE			56

Performance Measures Used for Linking Pay versus Performance			56

Pay Versus Performance Table			57

Reconciliation from SCT Total Compensation to CAP			58

Relationship between Company TSR and Peer Group TSR and CAP and Company TSR			59

Relationship between CAP and GAAP Net Income			59

Relationship between Revenue (our Company-Selected Measure) and CAP			60

OTHER INFORMATION			60

Indemnification Actions			60

Directors and Officers Liability Insurance and Indemnity			60

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			61

Principal Auditor Fees and Services			61

Audit Committee Report			62

PROPOSAL 3 — PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE 2025 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			63

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PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

The Annual Meeting

The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Conduent Incorporated (“Conduent,” the “Company,” “we,” “us,” or “our”) will be held on Thursday, May 14, 2026, at 9:30 a.m. (EDT). As a shareholder as of March 23, 2026, you are invited to attend the Annual Meeting via live audio webcast and are entitled to and requested to vote on the items of business described in this Proxy Statement. To participate at the Annual Meeting online, please visit https://meetnow.global/MSQMFJ4.

What is the purpose of the Annual Meeting?

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

1.Election of the five nominees named in this Proxy Statement to our Board of Directors (the “Board”), each for a term of one year.

2.Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

3.Approval, on an advisory basis, of the 2025 compensation of our named executive officers.

Shareholders will also act on any other business that may properly come before the Annual Meeting. In addition, our management will 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 23, 2026 (the “Record Date”), are entitled to vote at the Annual Meeting. The shares owned as of that date include: (1) shares you held 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 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 155,096,814 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 a voting instruction form from the bank, broker or other holder or nominee that must be followed in order for their shares to be voted. If you hold your shares through a broker, bank or other holder or nominee, you must obtain a proxy from such holder or nominee to vote at the virtual Annual Meeting.

Registered shareholders can vote in any one of four ways:


BY INTERNET			BY TELEPHONE
If you have Internet access, you may vote your shares by following the “Vote by Internet” instructions included in the Notice or on the enclosed proxy card. If you vote via the Internet, do not return your proxy card.			You may vote your shares by following the “Vote by Telephone” instructions on the enclosed proxy card. If you vote by telephone, do not return your proxy card.


BY MAIL			ELECTRONICALLY DURING VIRTUAL ANNUAL MEETING
If you received a printed copy of the proxy materials, you may vote by completing and signing the proxy card enclosed with this Proxy Statement and promptly mailing it in the enclosed postage-prepaid envelope. The shares you own will be voted according to your instructions on the proxy card you mail. If you sign and return your proxy card but do not indicate your voting instructions on one or more of the matters listed, the shares you own will be voted by the named proxies in favor of each of the proposals in accordance with the recommendations of our Board.			If you are a registered shareholder with a control number or a beneficial shareholder that has submitted a legal proxy and has received a control number from Computershare, you will also be able to vote your shares electronically during the Annual Meeting by clicking on the “Vote” link on the Meeting site.

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

The Internet and telephone voting procedures are designed to authenticate your identity, to allow you to vote your shares and to confirm that your voting instructions have been properly recorded. Specific instructions are set forth on the proxy card. Regardless of the method you choose, your vote is important. Please vote by following the specific instructions on your proxy card. All proxies will be governed by and construed in accordance with the laws of the State of New York and applicable federal securities laws.

How does the Board recommend that I vote?

The Board recommends that you vote:

•FOR the election of each of the five director nominees;

•FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

•FOR the approval, on an advisory basis, of the 2025 compensation of our named executive officers.

How can I attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by a live webcast. No physical meeting will be held. The Annual Meeting will begin promptly at 9:30 a.m. (EDT) on Thursday, May 14, 2026. We encourage you to access the meeting prior to the start time leaving ample time for check in.

•For Registered Holders: If you were a shareholder as of the close of business on March 23, 2026 and have your control number, you may participate at the Annual Meeting by following the instructions available on the meeting website. Registered shareholders can attend the meeting by accessing the meeting site at https://meetnow.global/MSQMFJ4 and entering the 15-digit control number that can be found on your proxy card mailed with the proxy materials.

•For Beneficial Holders: If you were a shareholder as of the close of business on March 23, 2026 and hold your shares through an intermediary, such as a bank or broker or other nominee, you must register in advance to attend the Annual Meeting. To register you will need to obtain a legal proxy from your bank, broker or other nominee. Once you have received a legal proxy form from them, forward the email with your name and the legal proxy attached or send a separate email with your name and legal proxy attached labeled “Legal Proxy” in the subject line to Computershare at legalproxy@computershare.com. (In the alternative, you can send the legal proxy materials by mail to: Computershare, Conduent Incorporated Legal Proxy, P.O. Box 43001, Providence, RI 02940-3006). Requests for registration must be received no later than 5:00 p.m. (EDT) on May 8, 2026. You will receive a confirmation email from Computershare of your registration. At the time of the Annual Meeting, go to https://meetnow.global/MSQMFJ4 and enter your control number. If you do not have your control number, you may attend as a guest (non-shareholder) by going to https://meetnow.global/MSQMFJ4 and entering the information requested under the “Guest” option. Please note that guest access is in listen-only mode and guests will not have the ability to ask questions or vote during the Annual Meeting.

How do I ask questions during the Annual Meeting?

If you are attending the Annual Meeting as a shareholder of record or registered beneficial owner, questions can be submitted by accessing the meeting center at https://meetnow.global/MSQMFJ4 and entering your control number, and clicking on the Q&A icon in the upper right-hand corner of the page. To return to the main page, click the Broadcast icon at the top of the screen. Please note that guest access is in listen-only mode and guests will not have the ability to ask questions or vote during the Annual Meeting.

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

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155,096,814 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. Broker non-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 our by-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 broker non-votes not counting as votes “for” or “against.” Our by-laws require that, in an uncontested election, 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, other than any director receiving less than a majority of “for” votes, 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 Form 8-K filed with the Securities and Exchange Commission (“SEC”).

Other Items

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

•Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

•Approval, on an advisory basis, of the 2025 compensation of our named executive officers.

Abstentions and broker non-votes are not considered votes cast and therefore have no effect on the outcome of the other above matters. For information regarding broker non-votes, see below under “What is a broker non-vote and how will it affect the voting?”

Although the advisory vote on the 2025 compensation of our named executive officers is non-binding, the Board and Compensation Committee value the opinions of shareholders and will consider the outcome of the vote on such proposal when making future decisions regarding 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 Annual Meeting, the persons named in the accompanying proxy intend to vote the proxies in accordance with their best judgment, to the extent permitted by Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (“Exchange Act”).

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

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.” A broker non-vote occurs with respect to 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 to vote the shares in its discretion. The election of directors and the advisory vote on executive compensation are considered non-routine matters. If you do not instruct your broker on how to vote your shares with respect to these non-routine matters, your broker will not be able to cast a vote on these proposals. Accordingly, we urge you to provide voting instructions to your bank, broker or other holder of record so that you may vote on these important matters. Shares constituting broker non-votes, while counted towards the quorum, are not counted as votes cast “for” or “against” for the purpose of determining whether shareholders have approved a non-routine matter. As a result, broker non-votes will have no impact on the outcome of these matters.

Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm (sometimes referred to as our “independent auditors”) is a routine matter, and, therefore, brokers would have discretion to vote on this proposal without having received timely voting instructions. Accordingly, there will be no broker non-votes with respect to this proposal.

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May I change my vote?

Yes. You may revoke your proxy at any time before the Annual Meeting by: (i) delivering a later dated proxy card via mail, over the telephone or on the Internet, (ii) notifying the Secretary of the Company in writing that you have revoked your proxy or (iii) voting electronically during the Annual Meeting. Attendance at the Annual Meeting will not revoke a proxy unless you actually vote electronically during the meeting.

Who will count the vote? Is my vote confidential?

A representative 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?

The solicitation of proxies is made by our Board and will be conducted primarily by mail. We also request brokerage firms, nominees, custodians and fiduciaries to forward soliciting material to the beneficial owners of stock held of record and reimburse such persons 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 of out-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 materials and proxy solicitation.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail 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 3, 2026, a Notice is being sent to all of the Company’s registered shareholders and beneficial owners of record as of March 23, 2026. The Notice contains instructions on how to access the proxy materials over the Internet and how to vote. It also contains instructions on 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.

How can I electronically access the proxy materials?

You can access the proxy materials online at www.edocumentview.com/cndt or https://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 at www.computershare.com/investor. Beneficial owners can sign up for electronic delivery at http://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 2027 Annual Meeting?

We expect to hold our 2027 Annual Meeting of Shareholders during the second half of May 2027 and to file and make available or mail, as applicable, our Proxy Statement for that meeting during the first half of April 2027. Under SEC proxy rules, if a shareholder wants us to include a proposal in our Proxy Statement and proxy card for the 2027 Annual Meeting of Shareholders, the proposal must be received by us no later than December 4, 2026.

Any shareholder wishing to make a nomination for director or wishing to introduce any business at the 2027 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 4, 2026 and no later than December 4, 2026. Any such notice must comply with requirements set forth in our amended and restated by-laws. Nominations for director must be

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accompanied by a written consent of the nominee consenting to being named as a nominee and serving as a director if elected.

In addition to satisfying the foregoing advance notice requirements under our amended and restated by-laws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, including a statement that they will solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors, no later than the same deadline under the advance notice provisions of our bylaws described above, or December 4, 2026. 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 the non-management members of the Board by contacting the Chair of the Board, c/o Conduent Incorporated Corporate Secretary, 100 Campus Drive, Suite 200, Florham Park, NJ 07932.

What if multiple shareholders have the same address?

To reduce the expenses of delivering duplicate proxy materials, where multiple shareholders reside in the same household, we will deliver a single Notice, or for shareholders who receive paper copies of our proxy materials, a single Proxy Statement and Annual Report along with separate proxy cards, unless we have received instructions otherwise. If you share a household with one or more other shareholders and (i) would like to receive separate copies of the Notice or printed proxy materials, or (ii) you are receiving multiple copies of the Notice or printed proxy materials and, as a household, wish to receive only one Notice or one set of printed proxy materials, then you may request a change in delivery preferences. We will deliver promptly, upon written or oral request, a separate copy of the Notice or printed proxy materials, as applicable, to a shareholder at a shared address to which a single copy was delivered. For registered shareholders, you may contact our transfer agent at 866-574-5496 or write them at Computershare, P.O. Box 43006, Providence, RI 02940-3006. For beneficial owners, you may call the bank, broker or other nominee where your shares are held in street name.

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

Copies of the 2025 Annual Report and 2026 Proxy Statement have been distributed to shareholders (unless you have received a copy of the Notice or have consented to electronic delivery). Additional paper copies of these documents are available at no cost upon request made to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary. The 2025 Annual Report and 2026 Proxy Statement are also available on the Company’s website at https://investor.conduent.com or www.edocumentview.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 any 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 during the Annual Meeting at the Annual Meeting website and for ten days prior to the Annual Meeting upon written request made by a shareholder to: Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Shareholders annually elect directors to serve for one year and until their successors have been duly elected and qualified. Based on the director nomination process described below, the five 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 presents each nominee’s specific experience, qualifications, attributes and skills that led our Board to conclude that he or she should serve as a director. All of our incumbent director nominees have 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 the significant experience of our nominees on other public company boards of directors and board committees.

All nominees are currently directors of the Company and, other than Michael Fucci and Greta Van, were elected by our shareholders at the 2025 Annual Meeting of Shareholders. On March 2, 2026, Kathy Higgins Victor, who has served as a director since 2019, informed the Company that she did not wish to be a nominee for reelection at the Annual Meeting.

On December 18, 2018, the Company entered into a Shareholder Agreement with Darwin Deason (the “Deason Agreement”) pursuant to which, among other things, Scott Letier was appointed to the Board and Darwin Deason (and following Mr. Deason’s death, the DD Revocable Trust, as successor in interest to the shares beneficially owned by Mr. Deason) is required to vote in favor of the directors nominated by the Board at the Annual Meeting.

The Board has determined that each of the nominees, other than Harsha V. Agadi, President and CEO of the Company, is independent under Nasdaq rules and the Company’s independence standards. Although not anticipated, if for any reason a nominee is unable to serve, the individuals named as proxies may use their discretion to vote for a substitute nominated by the Board.

Nominee Overview Proxy Document Slide 2026 Board Overview_3.13.2026 updated.jpg

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Biographies

The table below summarizes key qualifications, skills and attributes that each of our director 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 nominee’s biography below describes his or her qualifications and relevant experience in more detail. The demographic information presented below is based on voluntary self-identification by each nominee.

Director Nominee Skills and Demographic Matrix

Agadi

Fucci

Letier

Paláu- Hernández

Van

Experience, expertise or attribute

Industry Expertise

Leadership

Global Business

Financial

Public Company

Boards & Corporate Governance

Business Operations

Strategy

Identity

Gender Expression

Male

Female

LGBTQ+

Race/Ethnicity

Asian

White

Hispanic

White

Veteran

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.

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						Harsha V. Agadi Age: 63 Director since: 2025 Non-Independent Occupation: President and Chief Executive Officer, Conduent Incorporated; Chairman and CEO GHS Holdings, LLC Other Public Company Directorships: Flotek Industries, Inc. (since 2020); Crawford & Company (2010-2021); Belmond Ltd. (2011-2019)

Other Background: On January 16, 2026, the Board appointed Mr. Agadi to serve as our President and Chief Executive Officer. In addition, Mr. Agadi has served as Chairman and CEO of GHS Holdings, LLC (“GHS”), an investment office, since 2000. Mr. Agadi served as President and CEO of Crawford & Company, a publicly listed independent claims management company, from 2015 until 2020. Prior to that, he served as Executive Chairman of Quiznos, LLC from February 2012 until August 2014, as Chairman and CEO of Friendly’s Ice Cream LLC from August 2010 until February 2012, and President and CEO of Church’s Chicken from December 2004 until December 2009. Mr. Agadi also currently serves as the non-executive Chairman of the Board of Flotek Industries, Inc. (NYSE: FTK), a publicly traded oil field service company. He also serves as Chairman of the Board of Transcend Cruises, a private company, a role he has had since 2022.

Mr. Agadi has also served on several public company boards in the past, including as compensation committee chair for Belmond Ltd., a worldwide hospitality and leisure company from 2011-2019, and for Crawford & Company, from 2010-2021. Mr. Agadi is also currently the chairman of the SKSVMA College of Engineering and Agadi Sunrise Hospital Private Limited in India. He also actively participates on several charitable boards, and currently serves on the Board of Trustees at Babson College and is a member of the International Tennis Hall of Fame Board of Governors. Mr. Agadi holds a Bachelor of Commerce from the University of Mumbai and an MBA from Duke University's Fuqua School of Business.

Mr. Agadi brings to the Board over 35 years of experience in leadership, global business, and operational and financial expertise from his roles as a senior executive establishing global brands and improving corporate operations, as well as his corporate governance skills and financial committee expertise from serving as a director on other public company boards.


						Michael Fucci Age: 67 Director since: 2025 Independent Occupation: Chair, Deloitte US (Retired) Other Public Company Directorships: Acadia Healthcare Company Inc. (since 2020); Flotek Industries, Inc. (since 2020)

Other Background: Mr. Fucci brings more than 40 years of leadership experience, including serving as Chair from 2015-2019 for Deloitte US. In that role, he provided governance and strategic oversight on key priorities including enterprise strategy, leadership succession, risk management, talent development and executive compensation. Mr. Fucci has deep expertise in professional services across multiple industries, and he served as Deloitte’s Lead Advisory Partner to American Express and JP Morgan Chase. Prior to these roles, Mr. Fucci served in leadership positions of increasing responsibility at Deloitte Consulting, including as Chief Operating Officer and a member of Deloitte’s operating committee, as well as National Managing Director for both the Advisory & Services and U.S. Human Capital practices. Mr. Fucci currently serves on two other public company boards as a member of the Audit and Risk, Finance and Compensation Committees for Acadia Healthcare Company Inc. (Nasdaq: ACHC) and Chair for the Compensation and Risk & Sustainability Committees as well as a member of the Audit & Corporate Governance and Nominating Committees for Flotek Industries, Inc. (NYSE: FTK). Mr. Fucci also previously served as Director and Chair of Deloitte US. Mr. Fucci holds a Bachelor of Science in Mathematics from Montclair State University in New Jersey.

Mr. Fucci brings to the Board significant experience in leadership, global business, business operations and audit experience from his professional experience and his roles on other public company boards.

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						Scott Letier Age: 65 Director since: 2018 Independent Occupation: Managing Director of Deason Capital Management, LLC, the family office for the Deason Family Other Public Company Directorships: Perimeter Acquisition Corp. I (since 2025); Xerox Holding Corporation (since 2018). The Deason Family has a non-controlling interest in Xerox Holding Corporation through the ownership of securities.

Other Background: Mr. Letier has served as Chief Investment Officer and Managing Director of Deason Capital Management (previously Deason Capital Services, LLC), the family office for the Deason Family (“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 30 years of experience in leadership roles, previously serving as a private equity investment professional and chief financial officer. He began his career in the assurance group at Ernst & Whinney (now Ernst & Young). Mr. Letier has served on numerous boards in the past, and currently serves on two other public company boards: the Chairman of the Board of Directors of Xerox Holdings, Inc. (Nasdaq: XRX), a print and IT services company; and Perimeter Acquisition Corp. I (Nasdaq: PMTR), a SPAC focused on the defense and aerospace sectors. Mr. Letier also serves on the boards of several private companies including: Gardenuity, Inc., Colvin Resources Group, Great American Media Group, LLC, and Terso Solutions, Inc. In addition, Mr. Letier serves on the fund advisory board of Anchor Capital GP, a Dallas-based private equity firm and venture capital fund, Griffis Residential, a Denver-based multi-family real estate management and investment firm, and Willow Hill Partners, LLC, a Dallas-based multi-strategy investment group. Mr. Letier was formerly a Certified Public Accountant and has a BBA with a concentration in accounting from Southern Methodist University – Cox School of Business.

Mr. Letier is a director selected by the Deason Family pursuant to the Deason Agreement. With his over 30 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 investment and financial expertise gained from serving as a private equity and investment professional and chief financial officer.


						Margarita Paláu-Hernández (Chair of the Board) Age: 69 Director since: 2019 Independent Occupation: Founder and Chief Executive Officer of Hernández Ventures Other Public Company Directorships: Icahn Enterprises L.P. (since 2025); International Flavors and Fragrances (2024-2025); Xerox Holdings Corporation (2021-2024); Apartment Income REIT Corporation (2021-2024); Occidental Petroleum Corporation (2020-2022); Herbalife Nutrition Ltd. (2018-2021); and ALJ Regional Holdings, Inc. (2015-2019)

Other Background: Ms. Paláu-Hernández is the founder and Chief Executive Officer of Hernández Ventures, a private firm engaged in the acquisition and management of a variety of business interests in the United States, a position she has held since November 1988. Prior to founding Hernández Ventures, Ms. Paláu-Hernández was an attorney with the law firm of McCutcheon, Black, Verleger & Shea, where she focused on domestic and international business and real estate transactions from September 1985 until August 1988. In September 2018, Ms. Paláu-Hernández was nominated to serve as a Representative of the United States to the Seventy-Third Session of the General Assembly of the United Nations. Ms. Paláu-Hernández has served as a member of the board of Icahn Enterprises L.P. (Nasdaq: IEP) since November 2025. She was previously a member of the International Flavors and Fragrances (NYSE: IFF) board from June 2024 to October 2025, the Apartment Income REIT Corporation (NYSE: AIV) board from December 2021 to May 2024, Xerox Holdings Corporation (Nasdaq: XRX) board from June 2021 to May 2024, Occidental Petroleum Corporation (NYSE: OXY) board from March 2020 to May 2022, Herbalife Nutrition Ltd. (NYSE: HLF) board from 2018 to 2021 and the ALJ Regional Holdings, Inc. board from 2015 to 2019. Ms. Paláu-Hernández earned a Bachelor of Arts degree from the University of San Diego and a J.D. from UCLA School of Law.

Ms. Paláu-Hernández brings to the Board over 30 years of knowledge and experience regarding international business and legal matters from her roles at Hernández Ventures and McCutcheon, Black, Verleger & Shea. She also brings to the Board her experience as a director on other public company boards.

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						Greta Van Age: 57 Director since: 2026 Independent Occupation: Chief Audit Executive, Jack Henry & Associates Other Public Company Directorships: None

Ms. Van has served as Chief Audit Executive at Jack Henry & Associates (Nasdaq: JKHY), a financial technology and payment processing services company, since October 2021. Prior to Jack Henry & Associates, Ms. Van served as Chief Strategy Officer at Crawford & Company (NYSE: CRD), a third party administrator of claims, from 2017 to 2020 and as the Senior Vice President – Internal Audit at Crawford & Company from 2014 to 2017. She also held internal audit-related leadership roles at companies such as Internap, an IT infrastructure company, Comverge, an international energy management solutions provider, and Accretive Solutions, an accounting and finance services company, earlier in her career. Ms. Van is a Certified Public Accountant and Certified Internal Auditor and received her Bachelor of Science from Clemson University and her Master of Professional Accounting from Georgia State University.

Ms. Van brings to the Board over 30 years of experience in leadership, internal and external audit, governance and mergers and acquisitions.

Board Diversity Matrix As of April 1, 2025 and 2026 and Nominees


	As of April 1,
	2025	2026	Nominees
Board Size:
Total Number of Directors	5	6	5
Number of Directors based on Gender Identity:
Male	3	3	3
Female	2	3	2
Non-Binary	0	0	0
Did Not Disclose	0	0	0
Number of Directors who identify in Any of the Categories Below:
African American or Black	0	0	0
Alaskan Native or American Indian	0	0	0
Asian	0	1	1
Hispanic or Latinx	2	1	1
Native Hawaiian or Pacific Islander	0	0	0
White	3	4	3
Two or More Races or Ethnicities	0	0	0
LGBTQ+	0	0	0
Persons with Disabilities	0	0	0
Did Not Disclose	0	0	0
Directors who are Military Veterans	2	0	0

The Board recommends a vote

FOR

the election of the five (5) Director Nominees nominated by the Board

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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 of Directors; 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 can be accessed through our website at https://www.conduent.com/corporate-governance/ethics-and-compliance. Additionally, our Corporate Governance Guidelines and the charters of our Audit, Compensation, Corporate Governance and Risk Oversight Committees can be accessed through our website at https://www.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 Nasdaq rules. The Corporate Governance Committee of the Board periodically reviews and reassesses the adequacy of our overall corporate governance and Corporate Governance Guidelines.

Director Nomination Process

The Corporate Governance Committee considers candidates for Board membership recommended by Board members, management and shareholders (see below). Mr. Fucci and Ms. Van were each recommended as a potential director to the Corporate Governance Committee by another member of the Board as part of our director nomination process. 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 ability 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.

Diversity is 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. In addition, the Board recognizes the tremendous value of having a diverse collection of directors, and as such, also places value on candidates who are women, from an underrepresented racial or ethnic group, who are LGBTQ, with disabilities, who are military veterans, or with other diverse or underrepresented characteristics.

Shareholders who wish to recommend individuals for consideration by the Corporate Governance Committee as director nominees 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 2, 2026 and no later than December 2, 2026 will be considered for nomination at the Company’s 2027 Annual Meeting of Shareholders.

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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. At this time, we believe this balance is achieved through the appointment of an independent Chair of the Board. Accordingly, Margarita Paláu-Hernández, an independent director, serves as Chair 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. As of the date of this Proxy Statement, all of our current directors and director nominees qualify as independent directors, except for Mr. Agadi, 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 our Board leadership structure in the Corporate Governance Guidelines posted on the Company’s website at www.conduent.com/corporate-governance. The contents of our website, including our Corporate Governance Guidelines, are referenced for general information only and are not incorporated into this Proxy Statement.

Risk Oversight

Our Board of Directors maintains oversight responsibility for our Enterprise Risk Management (“ERM”) program. This oversight is facilitated primarily through the Risk Oversight Committee of the Board, which previews the ERM program, related assessments and remediation activities for subsequent review by the Board. At least quarterly, the Board’s Risk Oversight Committee and Audit Committee meet with management, the General Counsel, the Chief Audit Executive, and Conduent’s external auditors to discuss risk matters and operating practices, including actions taken by management to address risk exposures. Our ERM program is designed to strengthen our risk management capabilities by developing and implementing a governance structure, risk framework, and processes that enable the identification, assessment, monitoring and management of strategic, financial, operational, technology, and compliance risks. The ERM program, executed under the direction of the General Counsel, enables organizational value through effective integration of risk practices into strategic planning and enterprise decision making. Our risk team collaborates with management and business unit risk leaders to identify and assess emerging risks, monitor risks, develop and prioritize risk mitigation plans, and provide consolidated views of risk across the enterprise.

Corporate Social Responsibility Oversight and Highlights

We are committed to conducting business in an environmentally sustainable and socially responsible manner, in all of our interactions with our stakeholders, including clients, associates, suppliers, shareholders, and the global communities in which we operate. We take a holistic approach to incorporate sustainability principles into our corporate strategy and anticipate risks and opportunities that may arise. We strongly believe that operating in a socially responsible and sustainable manner will drive long-term value creation for our clients, our Company and its shareholders.

Our sustainability initiatives are overseen by our Board’s Corporate Governance Committee, whose responsibilities are listed in its charter. The Company’s strategy, which integrates our sustainability initiatives, is led by the Company’s CEO and his team. A management-level Sustainability Steering Committee, comprised of Legal, Marketing, Investor Relations, Human Resources, Real Estate, Strategy, Procurement and Risk Management leaders, is charged with working with business units and corporate functions to set and execute sustainability goals and to provide long-term strategic guidance and direction on material policies, processes and measurements. Members of the Sustainability Steering Committee meet quarterly with the Corporate Governance Committee to discuss Conduent’s sustainability objectives, as well as to provide periodic briefings and education on trends and emerging issues and regulations that impact the Company. This regular engagement gives the Board insight into how sustainability initiatives are integrated into the Company’s overall company strategy, operational management and solutions and services.

Our sustainability initiatives are focused on the below-referenced environmental, social and governance focus areas that we have determined, through extensive engagement between our senior leadership team and our Board, as well as with our stakeholders, to be most relevant to our industry, our businesses and our clients.

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Our most recent Corporate Social Responsibility (“CSR”) report, published in 2025, was prepared using recognized voluntary reporting frameworks, including the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Financial Disclosures (“TCFD”), both of which are now under the stewardship of the International Sustainability Standards Board (“ISSB”). Our CSR reporting also includes key performance indicators for our environmental, social and governance focus areas, which are monitored and overseen by our Corporate Governance Committee and full Board. In addition, we annually complete the Carbon Disclosure Project (CDP) Climate Change questionnaire and the EcoVadis questionnaire. In late 2025, we submitted our near-term greenhouse gas emissions targets to the Science Based Target for verification. We expect to continue to enhance our CSR reporting and disclosures in 2026. We are honored to be recognized for the progress we have made in our sustainability efforts, including the following:

▪Top 100 Global Most Loved Workplaces (Newsweek: 2025, 2024, 2023);

▪Best Place to Work for Disability Inclusion (Disability Equality Index: 2025, 2024, 2023);

▪Best for Vets Employers (Military Times: 2025, 2024, 2023);

▪America’s Greatest Workplaces for Women (Newsweek: 2025); and

▪Best Companies for Diversity (Comparably: 2025).

For more sustainability information, please refer to Conduent’s 2024 Corporate Social Responsibility report located on our website at https://www.conduent.com/corporate-social-responsibility. The contents of the Corporate Social Responsibility section of our website, including our Corporate Social Responsibility report, are referenced for general information only and are not incorporated into this Proxy Statement.

Director Independence

A director is not considered independent unless the Corporate Governance Committee and Board determine that he or she has no material relationship with the Company. The Board makes a determination as to each director’s independence broadly considering all relevant facts and circumstances. A director is presumed not to have a material relationship with the Company if the director meets all the bright-line independence and other applicable requirements under the Nasdaq listing standards and all other applicable laws, rules and regulations regarding independence.

In addition, the Corporate Governance Committee and the Board review 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.”

As a result of this review, our Board has determined that all of the current directors and nominees for election as directors at the Annual Meeting are, and were during 2025, independent under the Nasdaq rules and our Corporate Governance Guidelines, with the exception of Harsha V. Agadi, our President and CEO (who ceased to be independent upon his January 16, 2026 appointment to such roles).

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Certain Relationships and Related Person Transactions

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 Regulation S-K. The policy, which is administered by the Corporate Governance Committee, 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 Regulation S-K) has or will have a direct or indirect material interest, and where 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.”

Deason Agreement

See above under “Proposal 1 – Election of Directors” for information regarding our interest in the agreement with Darwin Deason.

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BOARD OF DIRECTORS AND BOARD COMMITTEES

Committee Functions, Membership and Meetings

Our Board has four standing committees: Audit, Compensation, Corporate Governance and Risk Oversight. Set forth below is a summary of the responsibilities of each committee, the number of committee meetings held during 2025 for each committee and a list of the members and chair of each committee. A copy of the charter of each committee is posted on the Company’s website at www.conduent.com/corporate-governance.

Audit Committee (8 meetings)

The responsibilities of the Audit Committee are set forth in the Audit Committee charter and include the following:

•appoint, retain, compensate, evaluate and replace our independent auditors;

•review and pre-approve audit services to be performed by our independent auditors;

•examine and make recommendations with respect to the audit scope, plans for and results of the annual audit;

•assess independent auditor’s qualifications and independence;

•oversee the activities, qualifications, adequacy of resources, performance and effectiveness of the internal audit organization and review and approve the internal audit scope and internal audit plan;

•review with management, the independent auditors and the internal auditors the quality and adequacy of internal controls;

•review and make recommendations to the Board regarding the Company’s policies and disclosures with regard to affiliate transactions;

•oversee the integrity of the Company’s financial statements;

•review the Company’s audited financial statements, including the Company’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and recommend to the Board their inclusion in the Company’s Annual Report on Form 10-K;

•oversee the Company’s compliance with legal and regulatory requirements;

•assess performance of the Company’s independent auditors and the internal audit function;

•review the Company’s cash position, capital structure, status of credit ratings and strategies, financing strategies and insurance coverage and report to the full Board with respect thereto as appropriate;

•review and make recommendations to the management and the full Board as appropriate with respect to the Company’s dividend policy and capital allocation policy;

•review the adequacy of the funding of the Company’s funded retirement plans and welfare benefits plans (other than those plans maintained pursuant to a collective agreement that names the Joint Administrative Board as the governing plan fiduciary) in terms of the Company’s corporate purposes; and

•review the Company’s policy on derivatives.

The Audit Committee is also responsible for the preparation of the Audit Committee Report that is included in this Proxy Statement beginning on page 62.

Members: Michael Fucci, Scott Letier and Greta Van.

Chair: Mr. Letier

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 Nasdaq rules and are able to read and understand financial statements; and (2) Messrs. Fucci and Letier and Ms. Van 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.

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Compensation Committee (6 meetings)

The responsibilities of the Compensation Committee are set forth in the Compensation Committee charter and include the following:

•review and approve the goals, objectives and philosophies with respect to the compensation of the CEO and other key executive officers;

•review and approve the compensation of the CEO and other key executive officers;

•oversee the evaluation of the CEO;

•review, and approve key executive officer compensation and retirement plans, and administer and interpret such compensation plans;

•review and approve employment, severance, change-in-control, termination and retirement arrangements for key executive officers;

•review and recommend to the Board the Company’s stock ownership guidelines and all material compensation-related policies;

•oversee succession planning for executive officers;

•oversee and review the assessment and mitigation of risks associated with the Company’s compensation policies and practices;

•oversee shareholder communications on executive compensation; and

•have sole authority to retain, terminate and assess the independence of the consulting firms engaged to assist the Compensation Committee in the evaluation of the compensation of the CEO and other executive officers, and oversee the work of the compensation consultants, including determination of compensation to be paid to any such consultant by the Company.

The Compensation Committee is also responsible for reviewing and discussing the Compensation Discussion and Analysis (“CD&A”) with management, and has recommended to the Board that the CD&A be included in this Proxy Statement (beginning on page 23) and incorporated by reference into the Company’s 2025 Annual Report on Form 10-K. The CD&A discusses the material aspects of the Company’s compensation objectives, policies and practices. The Compensation Committee’s report appears on page 41 of this Proxy Statement.

The Compensation Committee has not delegated its authority with respect to executive compensation decisions. The Compensation Committee has, however, delegated authority under the Company’s equity plan to the CEO and Chief Human Resources Officer to grant equity awards to employees who are not executive officers. The CEO is also responsible for setting the compensation of, reviewing performance goals and objectives for, and evaluating officers who are not executive officers.

Executive officer compensation decisions are made by the Compensation Committee after discussing recommendations with the CEO and the Chief Human Resources Officer. The Chief Financial Officer confirms the Company’s financial results used by the Compensation Committee to make compensation decisions. The Chief Financial Officer attends Compensation Committee meetings to discuss financial targets and results for the Annual Performance Incentive Plan and the 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. (“FW Cook”) as an independent consultant to the Compensation Committee. FW 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 2025, the Compensation Committee determined that FW Cook’s work has not raised any conflict of interest and that such firm is independent. The consultant’s responsibilities are discussed on page 29 of this Proxy Statement.

Members: Michael Fucci, Kathy Higgins Victor, and Margarita Paláu-Hernández.

Chair: Ms. Higgins Victor

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 Nasdaq rules and that each Committee member is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act.

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Compensation Committee Interlocks and Insider Participation

During 2025, Mr. Agadi (beginning May 20, 2025 until December 31, 2025), Mr. Letier (beginning March 9, 2025 until May 20, 2025), Ms. Higgins Victor and Ms. Paláu-Hernández each served on our Compensation Committee. No member of the Compensation Committee was during 2025, 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 (5 meetings)

The responsibilities of the Corporate Governance Committee are set forth in the Corporate Governance Committee charter and include the following:

•identify, screen and recommend candidates for membership on the Board, consistent with criteria recommended by the Corporate Governance Committee and approved by the Board;

•review and make recommendations to the Board concerning the size, structure, membership qualifications, composition and procedures of the Board and Board committees;

•review and make recommendations to the Board concerning length of Board services and retirement age for Board members;

•review and assess the independence of each director and make recommendations to the Board regarding the independence of each director;

•review director compensation and recommend to the Board any changes;

•consider matters of corporate governance, including developments, trends and best practices, and review the Company’s corporate governance policies, including the Corporate Governance Guidelines, the Charter and the By-Laws;

•monitor compliance with the Company’s Code of Business Conduct and Ethics for Members of the Board of Directors;

•administer the Company’s Related Person Transactions Policy;

•review and recommend director orientation and continuing director education;

•provide oversight and make recommendations to the Board regarding the Company’s response to shareholder proposals;

•review and discuss with management disclosure of the Company’s corporate governance practices to be included in the Company’s proxy statement and Form 10-K;

•oversee the annual evaluation processes of the Board and Board committees;

•review the Company’s policies, programs and practices on the social responsibility focus areas;

•review and monitor the development and implementation of the initiatives the Company may establish from time to time for its performance with respect to its social responsibility focus areas, the development of metrics and procedures to gauge progress toward achievement of those initiatives, and the Company’s progress against those initiatives;

•review any significant change in the Company’s communication plans, the Company’s Corporate Social Responsibility Report, and any other material external communications regarding corporate social responsibility; and

•identify, evaluate, and monitor environmental, social and related public policy trends, issues, risks and concerns, domestic and foreign, which affect or could affect the Company’s business activities and performance, and make recommendations to the Board regarding such efforts.

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: Michael Fucci, Scott Letier and Margarita Paláu-Hernández.

Chair: Mr. Fucci

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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 Nasdaq rules.

Risk Oversight Committee (4 meetings)

The responsibilities of the Risk Oversight Committee are set forth in the Risk Oversight Committee charter and include the following:

•oversee the Company’s risk assessment policies and practices, including the ERM process, and, at least annually, preview the ERM assessment for subsequent review by the Board;

•oversee the development, implementation and operation of policies necessary to identify, assess, monitor and manage all categories of enterprise risk, including strategic, operational, technology, and compliance;

•oversee and monitor the Company’s risk management policies of the Company’s operations;

•oversee and monitor the Company’s risk management framework;

•discuss with the Audit Committee and management the Company’s major risk exposures, including operational, compliance, strategic, privacy, cybersecurity, technology, business continuity, third party risks, legal and regulatory risks, any emerging risks, the Company’s policies with respect to risk assessment and risk management, and the steps management has taken to monitor and control these exposures;

•review at least annually with the Company’s Global Head of Ethics and Chief Compliance Officer the implementation and the effectiveness of the Company’s compliance and ethics program, including reviewing and approving the Company’s Code of Business Conduct and Ethics and Finance Code of Conduct;

•meet quarterly with management regarding strategy for monitoring and maintaining information security;

•assist in the Board’s oversight of the role of technology in executing the Company’s strategy and supporting the Company’s business and operational requirements;

•oversee the Company’s technology risk management;

•receive and review periodic reports from the Company’s Chief Information Officer concerning the Company’s technology infrastructure and the quality and effectiveness of the Company’s information technology systems and processes;

•evaluate significant risk exposures of the Company and assess management’s actions to mitigate the exposures in a timely manner;

•receive and review quarterly (and more often as necessary) reports from the Chief Risk Officer concerning, among other things, any potential material issues regarding: the Company’s risk management framework, policies or compliance with applicable laws, and the Company’s contracts and relationships with its vendors, including the Company’s ability to perform adequately under those contracts, and the risk of nonpayment and/or fines associated with any inability to perform under the contracts;

•review at least annually the effectiveness of the Company’s internal controls over the Company’s compliance and management risks, with the assistance of the Chief Risk Officer, General Counsel and the Chief Compliance Officer, and review proposed changes to the Company’s policies and internal controls as necessary; and

•review and approve (1) acquisitions in excess of $75 million or involving the issuance of Company stock and (2) dispositions of assets or stock of a subsidiary in excess of $50 million.

Members: Kathy Higgins Victor, Scott Letier and Greta Van.

Chair: Ms. Van

The Board has determined that all of the members of the Risk Oversight Committee are independent under the Company’s Corporate Governance Guidelines and the applicable Nasdaq rules.

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Board and Committee Meetings; Annual Meeting Attendance

Board and Committee Meeting Attendance: 13 meetings of the Board of Directors were held in 2025. The number of meetings held by each of our Board committees is noted above under “Committee Functions, Membership and Meetings.” During fiscal year 2025, all directors attended at least 99.2% of the total number of 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 attended the 2025 Annual Meeting of Shareholders, other than Mr. Fucci and Ms. Van, who joined the Board in October 2025 and March 2026, respectively.

Annual Director Compensation

Our Board, upon the review and recommendation of our Corporate Governance Committee, adopted a compensation program for our non-employee directors, which is reviewed annually. The following is a brief summary of the material elements of the program.

Cash Compensation

Under the program, non-employee directors received the following cash fees in 2025, paid pro rata on a semi-annual basis:

•An annual retainer of $80,000;

•$125,000 as an annual fee for the Non-Executive Chair;

•$35,000 as an annual retainer for the Audit Committee Chair and $15,000 for each other member of the Audit Committee;

•$27,000 for the Compensation Committee Chair and $12,000 for each other member of the Compensation Committee;

•$20,000 for the Corporate Governance Committee Chair and $10,000 for each other member of the Corporate Governance Committee; and

•$20,000 for the Risk Oversight Committee Chair and $10,000 for each other member of the Risk Oversight Committee.

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

Equity Compensation

Under the program, each non-employee director is automatically eligible for an annual equity award granted in the form of deferred stock units (“DSU”) under the Conduent Incorporated 2021 Performance Incentive Plan. A DSU is a bookkeeping entry that represents the right to receive one share of our Common 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 Stock would be entitled to receive in dividends. For 2025, our non-employee directors were entitled to an annual grant of DSUs with a grant date fair value of $190,000. If a director separates from service prior to year-end, DSU grants include a clawback provision allowing for recovery of DSUs granted during the year of separation from service on a pro rata basis.

Deferral of Retainer Fees

Board members can elect to receive up to 100% of their $80,000 annual cash retainer, committee fees or other fees in the form of DSUs, the payout of which are deferred for a specified number of years following grant, as determined by the director, or until any earlier separation from service.

Director Stock Ownership Guidelines

Pursuant to the Company’s stock ownership guidelines, directors are required to own Common Stock in a minimum amount equal to 6 times the annual cash retainer ($80,000 x 6 = $480,000). Directors are required to retain 100% of all shares received upon the vesting of equity awards (net of shares which may be sold to cover applicable taxes) until the threshold is achieved.

Table of Contents

2025 Director Compensation Table

The following table shows the compensation paid by Conduent to its non-employee directors for the fiscal year ended December 31, 2025. Clifford Skelton, our former Chief Executive Officer, is not included in this table because he was an employee of the Company during 2025 and received no additional compensation for his service as a director. The compensation received by Mr. Skelton as an employee is included in the 2025 Summary Compensation Table below. In addition, Harsha V. Agadi, our current President and Chief Executive Officer, is included in this table because he was not an employee of the Company during 2025 and received compensation as a non-employee director for his service during 2025. Greta Van is also not included in this table because she did not join the Board until after the end of the fiscal year ended December 31, 2025.

Name

Fees Earned or

SEC Form DEFR14A filed by Conduent Incorporated