8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 16, 2023

 CONDUENT INCORPORATED

(Exact name of registrant as specified in its charter)  

New York	001-37817	81-2983623
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

100 Campus Drive,		Suite 200,
Florham Park,	New Jersey
07932
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (844) 663-2638

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	CNDT	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR 240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On May 16, 2023, Conduent Incorporated (the Company) announced that its Board of Directors has authorized the repurchase of up to $75 million of the Company's common stock.

A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01

The information contained in this Item 8.01 is neither an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 16, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly authorized this report to be signed on its behalf by the undersigned duly authorized.

Date: May 16, 2023

 

CONDUENT INCORPORATED
By:	/s/ STEPHEN WOOD
	Stephen Wood
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

News from Conduent

Conduent Incorporated
100 Campus Drive, Suite 200
Florham Park, NJ 07932

www.conduent.com

Conduent Announces $75 Million Share Repurchase Program

FLORHAM PARK, N.J., May 16, 2023 – Conduent Incorporated (Nasdaq: CNDT) (the "Company”), a global technology-led business solutions and services company, today announced that its board of directors has approved a share repurchase program of up to $75 million of the Company's common stock over the next three years.

“This announcement demonstrates our belief in Conduent’s business strategy and the growth opportunities over the long term,” said Cliff Skelton, Conduent President and Chief Executive Officer. “This plan underscores the commitment outlined in our recent Investor Briefing to deliver long-term value to our shareholders through a balanced capital allocation strategy and reflects confidence in our cash flow trajectory, balance sheet strength, portfolio rationalization program and belief that our shares are an attractive investment opportunity."

The Company, in its discretion, intends to repurchase shares from time to time using open market transactions, and may include Rule 10b5-1 trading plans, in all cases subject to compliance with the rules of the United States Securities and Exchange Commission and other applicable legal requirements. Such repurchases will be funded from the Company’s cash on hand.

The repurchase program, which will have a term of three years, does not obligate the Company to acquire any particular number of shares and the repurchase program may be modified, suspended or discontinued at any time at the Company’s discretion without prior notice.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.

About Conduent

Conduent delivers digital business solutions and services spanning the commercial, government and transportation spectrum – creating exceptional outcomes for its clients and the millions of people who count on them. Through a dedicated global team of approximately 60,000 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 delivering 43 percent of nutrition assistance payments in the U.S., enabling 1.3 billion customer service interactions annually, empowering millions of employees through HR services every year and processing nearly 12 million tolling transactions every day. Learn more at www.conduent.com.

Forward-Looking Statements

This release and any attachments to this release may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “estimate,” “expect,” "plan," “intend,” “will,” “aim,” “should,” “could,” “forecast,” “target,” “may,” "continue to," "if,” “growing,” “projected,” “potential,” “likely,” “see,” “ahead,” “further,” “going forward,” “on the horizon,” and similar expressions, as they relate to us, are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. All statements other than

Exhibit 99.1

statements of historical fact included in this press release are forward-looking statements, including, but not limited to, statements regarding our share repurchase program and expected repurchase of shares under such program, such as the timing and manner of share repurchases and expected duration of such program; our confidence in Conduent’s business strategy and the growth opportunities we see over the long term; and our continuing efforts to make strategic investments for growth. These statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expressed or implied herein as anticipated, believed, estimated, expected or intended or using other similar expressions.

In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this press release, any exhibits to this press release and other public statements we make. Our actual results may vary materially from those expressed or implied in our forward-looking statements

Important factors and uncertainties that could cause our actual results to differ materially from those in our forward-looking statements include, but are not limited to the factors that are set forth in the “Risk Factors” section, the “Legal Proceedings” section, the “Management's Discussion and Analysis of Financial Condition and Results of Operations” section and other sections in our 2022 Annual Report on Form 10-K, as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission. Any forward-looking statements made by us in this release speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether because of new information, subsequent events or otherwise except as required by law.

-XXX-

Media Contacts:

Sean Collins, Conduent, +1-310-497-9205, sean.collins2@conduent.com

Investor Relations Contact:

Giles Goodburn, Conduent, +1-203-216-3546, ir@conduent.com

Note: To receive RSS news feeds, visit www.news.conduent.com. For open commentary, industry perspectives and views, visit http://twitter.com/Conduent, http://www.linkedin.com/company/conduent or http://www.facebook.com/Conduent.

Conduent is a trademark of Conduent Incorporated in the United States and/or other countries.

XML

Cover Page	May 16, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 16, 2023
Entity Registrant Name	CONDUENT INC
Entity Incorporation, State or Country Code	NY
Entity File Number	001-37817
Entity Tax Identification Number	81-2983623
Entity Address, Address Line One	100 Campus Drive,
Entity Address, Address Line Two	Suite 200,
Entity Address, City or Town	Florham Park,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07932
City Area Code	844
Local Phone Number	663-2638
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	CNDT
Security Exchange Name	NASDAQ
Entity Central Index Key	0001677703
Amendment Flag	false