Business Context and Reporting Period
Company: Conduent Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 26, 2026
Reporting Period: Events occurring on August 25 and 26, 2026.
This filing reports the departure of a director and the termination of a material definitive agreement (Shareholders Agreement) following the death of a key shareholder.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and legal agreements.
Material Changes Versus Prior Period
- Director Departure: Scott Letier's service as a director and on all Board committees ended on August 26, 2026.
- Agreement Termination: The Shareholders Agreement dated December 18, 2018, between the Company and Darwin A. Deason is of no further force and effect.
- Triggering Event: The changes were triggered by the death of Darwin A. Deason on December 2, 2025, which satisfied the conditions for Mr. Letier's irrevocable resignation.
Guidance, Outlook, and Management Commentary
Management Commentary: The Board, upon recommendation of the Corporate Governance Committee, determined that the conditions for Mr. Letier's resignation were satisfied. Consequently, all obligations under the Shareholders Agreement have been fulfilled.
Committee Reorganization: The Board appointed new members and Chairs for its standing committees effective immediately:
- Audit Committee: Michael Fucci (Chair), Greta Van, Adam Demuyakor.
- Compensation Committee: Michael Fucci (Chair), Margarita Palá-Hernández, Greta Van, Adam Demuyakor.
- Corporate Governance Committee: Adam Demuyakor (Chair), Michael Fucci, Margarita Palá-Hernández.
- Risk Oversight Committee: Greta Van (Chair), Michael Fucci, Margarita Palá-Hernández, Adam Demuyakor.
Risks and Contingencies: The filing notes that the Shareholders Agreement was not assignable by operation of law, necessitating the termination of the agreement upon Mr. Deason's death.
Important Facts for Investor Verification
- Verify the effective date of Scott Letier's resignation (August 26, 2026) and his prior roles (Chair of Audit Committee).
- Confirm the status of the Shareholders Agreement with Darwin A. Deason (terminated due to death and non-assignability).
- Review the updated composition of the Board's standing committees, specifically the new Chairs.
- Note that this filing contains no financial performance data or forward-looking guidance.