CONDUENT INC : Submission of Matters to a Vote of Security Holders (form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) On May 19, 2020 Registrant held its Annual Meeting of Shareholders.

(b) Shareholders voted on the matters set forth below as follows:

1. Election of directors. All nominees for director were elected.

Name                             For            Against          Abstain        Non Votes
Kathy Higgins Victor          155,326,566        9,699,856       8,290,822       18,968,273
Scott Letier                  155,674,833        9,507,946       8,134,465       18,968,273
Jesse A. Lynn                 152,407,001       12,747,489       8,162,754       18,968,273
Courtney Mather               151,254,052       13,922,533       8,140,659       18,968,273
Michael Montelongo            155,589,655        9,534,893       8,192,696       18,968,273

Margarita Paláu-Hernández 153,342,607 11,829,953 8,144,684 18,968,273 Clifford Skelton

              155,611,528        9,562,457       8,143,259       18,968,273

2. Ratification of selection of PricewaterhouseCoopers LLP as Registrant's independent registered public accounting firm for 2020. The selection of PricewaterhouseCoopers LLP was ratified.

    For        Against    Abstain   Non Votes
187,054,628   4,947,052   283,837       0

3. Approval, on an advisory basis, of the 2019 compensation of Registrant's Named Executive Officers, as disclosed in Registrant's 2020 Proxy Statement. The 2019 compensation of Registrant's Named Executive Officers, as disclosed in Registrant's 2020 Proxy Statement, was approved on an advisory basis.

    For        Against     Abstain    Non Votes
155,493,730   9,664,997   8,158,517   18,968,271


(c) Not Applicable

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