0001127602-20-032585.txt : 20201230 0001127602-20-032585.hdr.sgml : 20201230 20201230165831 ACCESSION NUMBER: 0001127602-20-032585 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201218 FILED AS OF DATE: 20201230 DATE AS OF CHANGE: 20201230 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wood Stephen Henry CENTRAL INDEX KEY: 0001838076 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37817 FILM NUMBER: 201426476 MAIL ADDRESS: STREET 1: 100 CAMPUS DRIVE STREET 2: SUITE 200E CITY: FLORHAM PARK STATE: NJ ZIP: 07932 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONDUENT Inc CENTRAL INDEX KEY: 0001677703 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 812983623 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 CAMPUS DRIVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 BUSINESS PHONE: 203-849-2339 MAIL ADDRESS: STREET 1: 100 CAMPUS DRIVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 3 1 form3.xml PRIMARY DOCUMENT X0206 3 2020-12-18 0 0001677703 CONDUENT Inc CNDT 0001838076 Wood Stephen Henry 100 CAMPUS DRIVE SUITE 200E FLORHAM PARK NJ 07932 1 VP, Corporate Controller Common Stock 126339 D Includes: (1) 55,031 restricted stock units (RSU) awarded on September 30, 2020 that vest in equal amounts on September 30, 2021, September 30, 2022 and September 30, 2023. Each RSU converts to one share of Conduent Incorporated common stock upon vesting, and (2) 71,308 performance restricted stock units (PRSUs) that can only be settled in Conduent Incorporated (Company) common stock (Common Stock). PRSUs have two vesting conditions - a share price condition and a service condition. The award vests in three equal tranches. Vested shares are paid out within 60 days following each vesting date. The vesting date for each of the three tranches is the first day upon which both the price condition and service condition for each tranche is satisfied. The first vesting tranche pricing condition is the Common Stock trading during a consecutive 20-trading day period (Average Closing Price) above $3.18 (the "Share Base Price") by 50% and the service condition is employment with the Company at September 30, 2021. The second vesting tranche pricing condition is the Average Closing Price exceeding the Share Base Price by 100% and the service condition is employment with the Company at September 30, 2022. The third vesting tranche Pricing Conditions is the Average Closing Price exceeding the Share Base Price by 150% and the service condition is employment with the Company at September 30, 2023. If both conditions are not met for any individual vesting tranche by September 30, 2023, the portion of the award related to such tranche is forfeited. Each PRSU converts to one share of Conduent Incorporated common stock upon vesting. /s/ Kevin Ciaglo, attorney-in-fact 2020-12-30 EX-24 2 doc1.htm POWER OF ATTORNEY Stephen Wood POA

EXHIBIT 24

Conduent Incorporated

Power of Attorney
for Executing Forms 3, 4 and 5

Know all men by these presents, that the undersigned, director or officer, or both, of Conduent Incorporated, hereby constitutes and appoints each of Michael Krawitz, Kevin Ciaglo, Antoinette Battiato, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Conduent Incorporated (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities of Conduent Incorporated unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 23rd day of December, 2020
/s/ Stephen Wood
Stephen Wood