CONDUENT Inc. Director Departs; Shareholders Agreement Terminated

What Happened

• CONDUENT Inc. (CNDT) filed an 8-K reporting that the Board determined on August 26, 2026 that the conditions for Scott Letier’s irrevocable resignation were satisfied. Mr. Letier’s service as a director and on all Board committees ended on August 26, 2026.
• The filing explains this action arose from the company’s annual review of the Shareholders Agreement dated December 18, 2018 between the company and Darwin A. Deason. Mr. Deason died on December 2, 2025, and the Board concluded that, by its terms, the Shareholders Agreement and the rights thereunder are no longer of force or effect.

Key Details

• Mr. Letier was appointed as Mr. Deason’s designee and had delivered an irrevocable resignation effective if Mr. Deason and his affiliates ceased to beneficially own at least 4.9% of voting securities.
• The Board review occurred August 25–26, 2026, and Mr. Letier’s departure became effective August 26, 2026.
• Prior to leaving, Mr. Letier was Chair of the Audit Committee and a member of the Corporate Governance and Risk Oversight Committees.
• Committee reassignments: Audit Committee now chaired by Michael Fucci (members: Greta Van, Adam Demuyakor); Compensation Committee chaired by Michael Fucci (members: Margarita Paláu‑Hernández, Greta Van, Adam Demuyakor); Corporate Governance chaired by Adam Demuyakor (members: Michael Fucci, Margarita Paláu‑Hernández); Risk Oversight chaired by Greta Van (members: Michael Fucci, Margarita Paláu‑Hernández, Adam Demuyakor).

Why It Matters

• For investors, this is a governance change: the company no longer has obligations under the Deason Shareholders Agreement, and a director who chaired the Audit Committee has left, triggering new committee leadership.
• Changes to Audit Committee leadership and Board composition can affect oversight of financial reporting, risk and governance — important considerations for shareholder confidence and monitoring of company management. The filing is factual and does not announce changes to executive officers or financial results.