Conduent Incorporated (CNDT) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Conduent Incorporated. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Scott Letier, Chairman of the Board. Mr. Letier, the floor is yours.

Thank you, Andrew. Welcome to Conduent's Annual Meeting of Shareholders. I'm Scott Letier, the Chairman of the Board and will chair today's meeting. I want to thank everyone for joining our meeting today. And on behalf of the Board, I'd like to express our hope that you all are doing well. The Board of Directors is proud of how far Conduent has come, and we as a Board are particularly proud of our associates here at Conduent who deliver for our clients every day. Conduent continues to work tirelessly to meet or exceed its commitments to our associates, to our clients, to our shareholders, and we look forward to continuing this journey with you. I'd now like to introduce the members of our Board of Directors who are on the call today: Hunter Gary, Chair of our Compensation Committee and member of our Corporate Governance Committee; Kathy Higgins Victor, Chair of our Corporate Social Responsibility and Public Policy Committee and a member of our Audit Committee; Jesse Lynn, a member of our Corporate Governance and our corporate social responsibility and Public Policy Committee; Steven Miller, Chair of our Risk Oversight Committee and a member of our Audit Committee; Michael Montelongo, Chair of our Audit Committee and a member of our Risk Oversight and Corporate Responsibility and Public Policy Committee; Margarita Palau-Hernandez, Chair of our Corporate Governance Committee and member of our Compensation Committee; and Cliff Skelton, Conduent's President and Chief Executive Officer. Also participating from PricewaterhouseCoopers, the company's independent auditor is Bobby Singh, the lead engagement partner. In addition, several members of the company's management team are with us today. As I mentioned, Cliff Skelton, our CEO, who I just introduced, also Stephen Wood, our Chief Financial Officer; and Michael Krawitz, our General Counsel and Secretary. Finally, please note we are recording today's meeting so that shareholders who cannot attend the meeting can listen to a replay and also we want to make sure that we have an accurate record of the meeting. Before we turn to the business of the meeting, I'd like to ask Cliff to say a few words. Cliff?

Thanks, Scott, and thank you, everyone, for joining today. Our company is off to a good start in 2023. As Scott mentioned, we're committed to meeting shareholder expectations and our team of dedicated associates work hard every day to meet these expectations. Our year-to-date performance has been broadly in line with expectations. Our sales pipeline is strong, and we remain optimistic regarding the full year 2023 sales. Last week, we announced a $1.1 billion total contract value win for public transit in Victoria, Australia. Our largest win in Conduent history, which also serves as a proof point for our geographic expansion. In our March investor briefing, we provided an overview of our 3 businesses and the unique value propositions that are supported by our strong company-wide capabilities. We highlighted the areas where we're doubling down to drive 3% to 4% organic growth. And we discussed our plan to accelerate that growth through a rationalized portfolio. We're on track in the execution of this plan. In line with that, on May 16, we announced a $75 million share repurchase plan, which demonstrates our belief in Conduent's business strategy and the growth opportunities over the long term. As we progress on our journey, we remain focused on our client success in delivering exceptional performance, customer experiences and value. We're intently focused on driving growth through sales and retention, driving client satisfaction through operational excellence and driving margin optimization through efficiency and discipline. In addition, we continue to foster a culture of teamwork and leadership. We endeavor to create a workplace where associates can be themselves and grow and thrive. And we were named to Forbes' top 500 companies for Diversity for the third straight year. And we know that our clients, our associates and you, our shareholders are counting on us. Thanks for being on the journey with us. And now I'll turn it back over to Scott.

Thank you, Cliff. Let's turn to the items being considered by the shareholders. Michael?

Good morning, Scott, and welcome, everyone. Greg Veliotis of Computershare has been appointed to act as inspector of election at this meeting. He has subscribed his oath of office, and he has submitted his report as follows: there were outstanding on March 30, 2023, which is the record date for this meeting, 218,443,105 shares of common stock. The holders of approximately 190.5 million shares are present at this meeting or by proxy or approximately 87.2% of the outstanding shares of common stock. Accordingly, a quorum is present.

Great. Since we have a quorum present, I now declare that the meeting is legally convened. We will now conduct the formal business of the meeting. Michael, please discuss the procedures for transacting the business.

The agenda and guidelines have been posted on the website for the meeting, and the meeting will take place as described in the agenda. Shareholders will have the opportunity to ask a question about any resolution that is before the meeting for consideration. If you wish to do so, please click on the message icon on your screen to submit your question or comment. Please keep your questions or statements brief and limited to the specific item up for discussion. At the relevant time, I will read questions submitted that pertain to the specific proposal being presented as we go through the formal business noted in the agenda. We will take as many questions for each item as we reasonably can. We'll also have a general Q&A period after our formal business has been conducted so we can address any questions, not related to a matter on which you are voting. Our annual meeting guidelines contain a list of questions that will not be entertained at this meeting. Also, please note that in our annual meeting guidelines, we ask that you please limit your comments and questions to no more than one submission per agenda items being submitted to the shareholders for consideration and no more than one submission for the general Q&A period. For those shareholders who wish to vote online during the meeting, there is a Cast Your Vote button available on the screen that is available to shareholders who properly registered and provided a control number. Shareholders may vote until the polls close, which occurs shortly after agenda item 4. If you have voted your shares prior to the start of the meeting, your vote has already been received by the company's Inspector of Elections, and there is no need to vote those shares during the meeting unless you wish to revoke or change your vote.

Thank you, Michael. I will now ask you to present the matters to be voted on during this meeting.

First, the election of directors. On behalf of the Board of Directors, I nominate the following persons named in the proxy statement for election as directors, to hold office for a term of 1 year and until their successors have been duly elected and qualified. Hunter Gary, Kathy Higgins Victor, Scott Letier, Jesse Lynn, Steven Miller, Michael Montelongo, Margarita Paláu-Hernández and Clifford Skelton.

Are there any questions or comments on this proposal?

There are no. Since there are no additional comments or questions, we will proceed. The second item for voting is the ratification of independent auditors, and I move for the adoption of the following resolution, resolved at the selection of PricewaterhouseCoopers LLP to act as the company's independent registered public accounting firm for the year 2023 be and hereby is ratified.

Are there any comments or questions?

Scott there or not.

Since there are no additional comments, we will proceed.

The third item for voting is the proposal regarding approval on an advisory basis of the 2022 compensation of our named executive officers. I move for the adoption of the following resolution: Resolved, that the company's shareholders approve on an advisory basis, the compensation of the named executive officers as disclosed in the company's proxy statement for the 2023 Annual Meeting of Shareholders pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, the summary compensation table and the other related tables and disclosures.