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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Conduent Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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April 10, 2017

Dear Shareholders:

You are cordially invited to attend the first annual meeting of shareholders of Conduent Incorporated on Thursday, May 25, 2017 at 9:00 a.m., Eastern Time. The meeting will be held at The Madison Hotel, 1 Convent Road, Morristown, New Jersey.

The attached notice of the 2017 annual meeting of shareholders and proxy statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting.

At the Annual Meeting of Shareholders, you will be asked to vote upon:

The Board of Directors unanimously recommends that you vote in favor of these proposals.

It is important that your shares be represented and voted at the Annual Meeting of Shareholders, regardless of whether or not you plan to attend in person. Therefore, you are urged to vote your shares using one of the methods described on page 1 under “How do I vote?”.

Thank you for your continued support of, and ongoing interest in, Conduent Incorporated.

For the Board of Directors,

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Notice of 2017 Annual Meeting of Shareholders

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareholders to be Held on May 25, 2017.

The Proxy Statement and 2016 Annual Report are available at

www.envisionreports.com/CNDT or https://investor.conduent.com.

By order of the Board of Directors,

J. Michael Peffer

Executive Vice President, General Counsel and Secretary

April 10, 2017

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PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

The Annual Meeting

The 2017 Annual Meeting of Shareholders (the “Annual Meeting”) of Conduent Incorporated (the “Company”) will be held on Thursday, May 25, 2017, at 9:00 a.m. at The Madison Hotel, 1 Convent Road in Morristown, New Jersey.

What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will consider and vote on the following matters:

Shareholders will also act on any other business that may properly come before the meeting. In addition, our management will report on the Company’s performance during fiscal 2016 and respond to questions from shareholders.

Who is entitled to vote?

Owners of our common stock, par value $0.01 per share (the “Common Stock”), as of the close of business on the record date, March 27, 2017 (the “Record Date”), are entitled to vote at the Annual Meeting. The shares owned include shares you held on that date (1) directly in your name as the shareholder of record (registered shareholder) and/or (2) in the name of a broker, bank or other holder of record where the shares were held for you as the beneficial owner (beneficial owner). Each share of Common Stock is entitled to one vote on each matter to be voted on. As of the Record Date, there were 203,630,042 shares of our Common Stock outstanding and entitled to vote.

How do I vote?

Beneficial owners will receive a separate Notice of Internet Availability of Proxy Materials (the “Notice”) with voting instructions from the bank, broker or other holder of record where the shares are held that must be followed in order for their shares to be voted.

Registered shareholders can vote in any one of four ways:

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If you use your proxy to vote by internet, telephone or mail, you authorize each of the two directors, whose names are listed on the proxy card accompanying this Proxy Statement, to act as your proxies to represent you and vote your shares as you direct.

How does the Board recommend that I vote?

The Board recommends that you vote:

How can I attend the Annual Meeting?

All shareholders of record on the Record Date may attend. In order to be admitted to the meeting, please obtain an admission ticket in advance and bring a form of personal photo identification, such as a driver’s license. To obtain an admission ticket:

If you are a registered shareholder:

If you are a beneficial owner:

You can find directions to the meeting online at www.envisionreports.com/CNDT. If you have any further questions regarding admission or directions to the Annual Meeting, please call Shareholder Services at 973-526-7158.

How many shares are required to be present to hold the Annual Meeting?

A quorum is necessary to hold a valid meeting of shareholders. For each of the proposals to be presented at the meeting, the presence at the meeting, in person or by proxy, of the holders of a majority of the shares of our Common Stock outstanding on the Record Date will constitute a quorum. As of the Record Date, there were 203,630,042 shares of our Common Stock outstanding. If you vote — including by Internet, telephone or proxy card — your shares will be counted towards the quorum for the Annual Meeting. Broker non-votes and abstentions are counted as present for the purpose of determining a quorum.

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How many votes are required to approve each proposal?

Election of Directors. Under our by-laws, directors are elected by majority vote, meaning that in an uncontested director election, the votes cast “for” the nominee’s election must exceed the votes cast “against” the nominee’s election, with abstentions and broker non-votes not counting as votes “for” or “against.” Our by-laws require that any incumbent nominee for director who receives a greater number of votes cast “against” his or her election than “for” his or her election shall tender his or her resignation promptly after such election. The independent directors will then evaluate and determine, based on the relevant facts and circumstances, whether to accept or reject the resignation. The Board’s explanation of its decision will be promptly disclosed on a Form 8-K filed with the Securities and Exchange Commission (SEC).

Other Items

The affirmative vote of a majority of the votes cast at the meeting will be required for approval of the following proposals.

Abstentions are not counted as votes “for” or “against” for the purpose of determining the outcome for any of the above matters.

For the routine matter of ratification of the selection of PricewaterhouseCoopers LLP as our independent auditor, broker non-votes are counted as votes “for” or “against” for the purpose of determining the outcome of the vote. Broker non-votes are not counted as votes “for” or “against” for the purpose of determining the outcome of any of the other above matters, including the election of directors, because the other above matters and the election of directors are considered “non-routine” matters. For additional information, see below under What is a broker non-vote and how will it affect voting?

Although the advisory votes are non-binding, the Board values the opinions of shareholders and will consider the outcome of the vote on these proposals when making future decisions regarding executive compensation and the frequency of the advisory vote on executive compensation.

At present, the Board does not intend to present any other matters at this meeting and knows of no matters other than these to be presented for shareholder action at the Annual Meeting. If any other matters properly come before the meeting, the persons named in the accompanying proxy intend to vote the proxies in accordance with their best judgment.

What is a broker non-vote and how will it affect the voting?

Under NYSE rules, brokers are not permitted to vote the shares they hold on behalf of beneficial owners without the beneficial owner’s voting instruction for matters that are deemed to be “non-routine.” A broker non-vote occurs with respect to these non-routine matters when the beneficial owner of the shares fails to furnish voting instructions to the broker, and the broker is not permitted under applicable NYSE rules to vote the shares in its discretion. Election of directors, the advisory vote on executive compensation, the advisory vote on the frequency of the advisory vote on executive compensation and the vote to approve the material terms of the performance goals under the Performance Incentive Plan for purposes of Section 162(m) of the Code are considered non-routine matters. Shares constituting broker non-votes, while counted towards the quorum, are not counted as votes “for” or “against” for the purpose of determining whether shareholders have approved a non-routine matter. As a result, broker non-votes will have no impact on the outcome of these matters.

Ratification of PricewaterhouseCoopers LLP as our independent auditor is a routine matter, and, therefore, broker non-votes will be counted towards the quorum and will be countered as votes “for” or “against” for the purpose of determining whether shareholders have approved that matter. As a result, broker non-votes will impact the outcome of that matter.

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May I change my vote?

Yes. You may revoke your proxy at any time before the Annual Meeting by submitting a later dated proxy card, by a later telephone or on-line vote, by notifying the Secretary of the Company in writing that you have revoked your proxy or by attending the Annual Meeting and either giving notice of revocation or voting in person.

Who will count the vote? Is my vote confidential?

Representatives of Computershare will act as Inspector of Election, supervise the voting, decide the validity of proxies and receive and tabulate proxies. As a matter of policy, we keep confidential all shareholder meeting proxies, ballots and voting tabulations that identify individual shareholders. In addition, the vote of any shareholder is not disclosed except as may be necessary to meet legal requirements.

How are proxies solicited?

In addition to the solicitation of proxies by mail, we also request brokerage houses, nominees, custodians and fiduciaries to forward soliciting material to the beneficial owners of stock held of record and reimburse such person for the cost of forwarding the material. We have engaged Innisfree M&A Incorporated to handle the distribution of soliciting material to, and the collection of proxies from, such entities. We will pay Innisfree M&A Incorporated a fee of $17,500, plus reimbursement of out-of-pocket expenses for this service. We bear the cost of all proxy solicitation.

Why did I receive a notice in the mail regarding Internet availability of proxy materials instead of a full set of printed proxy materials?

Pursuant to rules adopted by the SEC, the Company has elected to provide access to its proxy materials over the Internet. Accordingly, on or about April 10, 2017, a Notice is being sent to all of the Company’s registered shareholders and beneficial owners of record as of March 27, 2017. The Notice contains instructions on how to access the proxy materials over the Internet and how to request a paper copy of the proxy materials, including a proxy card, as well as how shareholders may request to receive proxy materials in printed form by mail, or electronically by email, on a going forward basis.

How can I electronically access the proxy materials?

You can access the proxy materials online at www.envisionreports.com/CNDT or https://investor.conduent.com. Shareholders may receive Proxy Statements, Annual Reports and other shareholder materials via electronic delivery. Registered shareholders can sign up for electronic delivery at www.computershare.com/investor. Beneficial owners can sign up for electronic delivery at http://enroll.icsdelivery.com/cndt or by checking the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service. Opting to receive future proxy materials electronically by email will provide the Company cost savings relating to printing and postage and reduce the environmental impact of delivering documents to you.

What are the deadlines and requirements for shareholder submission of proposals, director nominations and other business for the 2018 Annual Meeting?

We expect to hold our 2018 Annual Meeting of Shareholders during the second half of May and to file and mail our Proxy Statement for that meeting during the first half of April. Under SEC proxy rules, if a shareholder wants us to include a proposal in our Proxy Statement and proxy card for the 2018 Annual Meeting of Shareholders, the proposal must be received by us no later than December 11, 2017.

Any shareholder wishing to make a nomination for director or wishing to introduce any business at the 2018 Annual Meeting of Shareholders (other than a proposal submitted for inclusion in the Company’s proxy materials) must provide the Company advance notice of such nominee or business which must be received by the Company no earlier than November 11, 2017 and no later than December 11, 2017. Any such notice must comply with requirements set forth in our by-laws. Nominations for director must be accompanied by a written consent of the nominee consenting to being named as a nominee and serving as a director if elected. Proposals and other items of business should be directed to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary.

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How can I contact the Board?

Under our Corporate Governance Guidelines, shareholders and other interested parties may contact the non-management members of the Board by contacting the Chairman of the Corporate Governance Committee using the “Contact the Board” link posted on our Company’s website at www.conduent.com/corporate-governance.

What if multiple shareholders have the same address?

Where multiple shareholders reside in the same household, for shareholders who receive paper copies of our proxy materials, we will deliver a single Proxy Statement and Annual Report, along with separate proxy cards or separate Notices of Internet Availability to multiple shareholders who reside in the same household unless we have received other instructions. If (i) you and another registered shareholder residing in the same household each receive paper copies of the proxy materials and as a household wish to receive only one paper copy or (ii) you share a household with another registered shareholder, received a single set of proxy materials, and would like to receive separate copies of our Notice, Proxy Statement or Annual Report, you may request a change in delivery preferences. For registered shareholders, you may contact our transfer agent at 866-574-5496 or write them at Computershare, P.O. Box 30170, College Station, TX 77842-3170. For beneficial owners, you may call the bank, broker or other nominee where your shares are held in street name or call 800-542-1061.

How may I get additional copies of the Annual Report and Proxy Statement?

Copies of the 2016 Annual Report and 2017 Proxy Statement have been distributed to shareholders (or they have received a copy of the Notice which includes instructions as to how to access those documents on the Internet). Additional paper copies of these documents are available upon request made to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary. The Annual Report and Proxy Statement are also available on the Company’s website at https://investor.conduent.com or www.envisionreports.com/CNDT. The Notice also provides you with instructions on how to request paper copies of the proxy materials. There is no charge to receive the materials by mail. You may request paper copies of the materials until one year after the date of the Annual Meeting.

Is there a list of shareholders entitled to vote at the Annual Meeting?

A list of registered shareholders entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting at our offices located at Conduent Corporate Headquarters, 100 Campus Drive, Suite 200, Florham Park, NJ 07932.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Shareholders annually elect directors to serve for one year and until their successors have been elected and have been qualified. Based on the director nomination process described below, the nine persons whose biographies appear below have been nominated by the Board to serve as directors based on the recommendation of the Corporate Governance Committee. Each nominee brings to us valuable experience from a variety of fields. The biographical information presented regarding each nominee’s specific experience, qualifications, attributes and skills led our Board to the conclusion that he or she should serve as a director. Each of the nominees has demonstrated business acumen and an ability to exercise independent and sound judgment, as well as an understanding of the Company’s business environment and a commitment to serve the Company and our Board. We also value their significant experience on other public company boards of directors and board committees.

All nominees are currently directors of the Company and, as described in further detail in the section entitled “Corporate Governance-The Spin-Off” below, were previously elected by the then-sole stockholder of the Company, Xerox Corporation (“Xerox”), prior to the effective time of the Company’s complete legal and structural separation from Xerox. For more information on the Spin-Off, see Corporate Governance-The Spin-Off.

On December 31, 2016, the Company entered into a Joinder Agreement to a letter agreement, dated as of January 28, 2016, entered into by Xerox with Icahn Partners Master Fund LP, Icahn Partners LP, Icahn Onshore LP, Icahn Offshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings LP, Icahn Enterprises G.P. Inc., Beckton Corp., High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Jonathan Christodoro and Carl C. Icahn (collectively, the “Icahn Group”) pursuant to which, among other things, Vincent J. Intrieri, Michael Nevin and Courtney Mather were appointed to the Board at the Effective Time. Additionally, the Company is a third party beneficiary to a letter agreement, dated as of June 27, 2016, entered into by Xerox with the Icahn Group pursuant to which, among other things, the Icahn Group is required to vote in favor of the directors nominated by the Board at the Company’s 2017 Annual Meeting.

The Board has determined that each of the nominees (other than Ashok Vemuri, Chief Executive Officer of the Company) is independent under the NYSE Corporate Governance Rules and the Company’s more stringent independence standards. Although not anticipated, if for any reason, a nominee is unable to serve, the proxies may use their discretion to vote for a substitute nominated by the Board.

Biographies

The table below summarizes key qualifications, skills and attributes that each of our directors possesses which were most relevant to the decision to nominate him or her to serve on the Board. The lack of a mark does not mean the director does not possess that qualification or skill or that other qualities were not also considered; rather, a mark indicates a specific area of focus or expertise on which the Board relies most heavily. Each director’s biography below describes his or her qualifications and relevant experience in more detail.

Skills and Qualifications of our Board of Directors

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In addition to the qualifications and skills referenced above, we have provided below the principal occupation and other information about the relevant experience, qualifications, attributes or skills that the Board has concluded qualify each of the nominees to serve as a director of the Company.

Certain terms used in the biographies may be unfamiliar to you, so we are defining them here.

Conduent securities owned means the Company’s Common Stock, including: Deferred Stock Units (“DSUs”) issued under the Conduent Incorporated Equity Compensation Plan for Non-Employee Directors, as amended (the “Director Equity Plan”). None of the independent director nominees owns any of the Company’s other securities.

Unless otherwise noted, all Conduent securities held are owned beneficially by the nominee. Beneficial ownership means he or she has or shares voting power and/or investment power with respect to the securities, even though another name (that of a broker, for example) may appear in the Company’s records. All ownership figures are as of February 28, 2017.

		Ashok Vemuri Age: 48        Director since: 2017 Rights: 163,614 common stock Occupation: Chief Executive Officer, Conduent Incorporated Other Directorships: Infosys (2011-2013)

Other Background: Mr.Vemuri previously served as Chief Executive Officer of Xerox Business Services, LLC and an Executive Vice President of Xerox Corporation since July 2016. Mr. Vemuri previously was President, Chief Executive Officer and a member of the Board of Directors of IGATE Corporation, a New Jersey-based global technology and services company now part of global technology and outsourcing company Capgemini. Before joining IGATE, Mr. Vemuri spent 14 years at Infosys Limited, a multinational consulting and IT services company, in a variety of leadership and business development roles, including Member of the Executive Council, Head of Americas, Global Head of Financial Services from 2003 to 2012 and Global Head of Manufacturing and Engineering Services from 2012 to 2013. Prior to joining Infosys in 1999, Mr. Vemuri worked in the investment banking industry at Deutsche Bank and Bank of America.

Mr. Vemuri brings to the Board unique operational, financial and client experience and a proven track record of leading growth and corporate transformations through his leadership positions with IGATE and Infosys.

		Paul S. Galant Age: 49        Director since: 2017 Conduent securities owned: 5,161 DSUs Occupation: Chief Executive Officer, VeriFone Systems Inc. Other Directorships: Verifone Systems Inc. (since October 2013); Vivint Inc. (since October 2015)

Other Background: Mr. Galant served as CEO of the Citi Enterprise Payments business which serves institutional clients and leverages the bank’s industry-leading wholesale and retail payment capabilities across regions and organizations globally. In this role, he oversaw the design, marketing, and implementation of global business-to-consumer and consumer-to-business digital payments solutions for the world’s largest corporations, financial institutions, and governments. Prior to this, Mr. Galant also served as the CEO of Citi Cards, leading Citi’s North American and International Credit Cards business through a time of dramatic change in the industry; and CEO of Citi Transaction Services, a division of Citi’s Institutional Clients Group.

Mr. Galant brings extensive global business experience, strong management skills and broad knowledge of complex financial and operational issues from his time as CEO of VeriFone Systems, as well as various CEO and leadership roles at Citigroup, Donaldson, Lufkin & Jenrette, Smith Barney and Credit Suisse First Boston.

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He also brings broad financial industry experience from his time as chairman of the NY Federal Reserve Payments Risk Committee and Chairman of The Clearing House Secure Digital Payments LLC.

		Joie Gregor Age: 67        Director since: 2017 Conduent securities owned: 5,161 DSUs Occupation: Former Managing Director for Leadership Development, Warburg Pincus LLC Other Directorships: ConAgra Brands, Inc. (since February 2009)

Other Background: Ms. Gregor served as the first Managing Director for Leadership Development at Warburg Pincus LLC beginning in 2014 until her retirement in 2016. In this role, she provided organizational guidance and strategic direction across all firm investing areas and assisted with both pre- and post-investment opportunities, focusing on strategy, organizational structure, operating initiatives, and talent identification and development. She also worked within the firm on professional development and effective organizational alignment.

Previously, Ms. Gregor served as the Assistant to the President of the United States for Presidential Personnel, a role she assumed in October 2007. Before joining the President’s senior staff, Ms. Gregor served as Vice Chairman of the executive search firm Heidrick & Struggles, Inc. beginning in 2002. After joining as a Partner in 1993, she served in a number of senior leadership roles, including President, North America, the firm’s largest business unit. She also served as Managing Partner of the New York office, and as a member of the firm’s Management Committee. Prior to her work in executive search, Ms. Gregor was with the IBM Corporation, where she held a variety of leadership positions of increasing responsibility over a 13-year period.

Ms. Gregor brings the board significant experience in human capital development, market development, finance and planning, product strategy, sales and service, and global account management from roles at Warburg Pincus, Heidrick & Struggles, IBM and other advisory positions for major organizations. She also delivers experience from working closely with major public company boards to implement best practices in corporate governance, director selection, and succession planning.

		Vincent J. Intrieri Age: 60        Director since: 2017 Conduent securities owned: 5,161 DSUs Occupation: President & Founder, VDA Asset Management, LLC Other Directorships: Ferrous Resources Limited (since 2015); Hertz Global Holdings, Inc. (since 2014); Transocean Ltd. (since 2014); Navistar 109 International Corporation (since 2012); Chesapeake Energy Corporation (2012-2016); CVR Refining, LP (2012-2014); Forest Laboratories, Inc. (2013-2014); CVR Energy, Inc.(2012-2014); Federal-Mogul Holdings Corporation (2007-2013); Icahn Enterprises L.P. (2006- 2012); Dynegy Inc. (2011-2012); PSC Metals Inc. (2007-2012); Motorola Solutions, Inc. (2011-2012); XO Holdings (2006-2011); National Energy Group, Inc. (2006-2011); American Railcar Industries, Inc. (2005-2011); WestPoint Home LLC (2005-2011); Viskase Companies, Inc. (2003-2011). Ferrous Resources Limited, CVR Refining, CVR Energy, Federal-Mogul, Icahn Enterprises, PSC Metals, XO Holdings, National Energy Group, American Railcar Industries, WestPoint Home and Viskase Companies each are or previously were indirectly controlled by Carl C. Icahn. Mr. Icahn also has or previously had non-controlling interests in Hertz, Transocean, Forest Laboratories, Navistar, Chesapeake Energy, Dynegy and Motorola Solutions.

Other Background: Mr. Intrieri has been the President of VDA Asset Management, LLC, a hedge fund, since he founded the company in 2017. He served as Senior Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages private investment funds, from 2008 to 2016. In addition, between 2004 and 2016, Mr. Intrieri served as a Senior Managing Director of Icahn Onshore LP, the general partner of Icahn Partners LP, and Icahn Offshore LP, the general partner of Icahn Partners Master Fund LP, entities through

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which Mr. Icahn invests in securities. He was also a Senior Vice President of Icahn Enterprises L.P. from 2011 to 2012; chairman of the board and a director of PSC Metals Inc., a metal recycling company, from 2007 to 2012; Senior Vice President, the Treasurer and the Secretary of American Railcar Industries from March 2005 to December 2005; and chairman of the board and a director of Viskase Companies, Inc., a meat casing company, from 2003 to 2011.

Mr. Intrieri is a director selected by the Icahn Group pursuant to the Icahn Agreement. He brings to the Board financial expertise and extensive experience providing strategic advice and guidance to companies from his service as a director on various public company boards.

		Courtney Mather Age: 40        Director since: 2017 Conduent securities owned: 5,161 DSUs Occupation: Portfolio Manager, Icahn Capital LP Other Directorships: Herc Holdings Inc. (since June 2016); Trump Entertainment Resorts, Inc. (since February 2016); Freeport-McMoRan Inc. (since 2015); Ferrous Resources Limited (since 2015); and Federal-Mogul Holdings Corporation (since 2015); Viskase Companies Inc. (2015- 2016); American Railcar Industries, Inc. (2014-2016); CVR Refining, LP (2014-2016); CVR 110 Energy, Inc. (2014-2016). Trump Entertainment Resorts, Ferrous Resources Limited, Federal-Mogul, American Railcar Industries, CVR Refining, CVR Energy and Viskase are each indirectly controlled by Carl C. Icahn. Mr. Icahn also has a non-controlling interest in each of Herc Holdings and Freeport-McMoRan through the ownership of securities.

Other Background: Mr. Mather has served as Portfolio Manager of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, since January 2017, and was previously managing Director from 2014 to 2016. Prior to joining Icahn Capital, Mather was at Goldman Sachs & Co from 1998 to 2012, most recently as Managing Director responsible for Private Distressed Trading and Investing.

Mr. Mather is a director selected by the Icahn Group pursuant to the Icahn Agreement. He brings to the Board significant experience in finance and experience providing strategic advice and guidance to companies through his service as a director on various public company boards.

		Michael Nevin Age: 33        Director since: 2017 Conduent securities owned: 5,161 DSUs Occupation: Financial Analyst, Icahn Enterprises L.P. Other Directorships: Federal-Mogul Holdings Corporation (2016-2017). Federal-Mogul is indirectly controlled by Carl C. Icahn.

Other Background: Mr. Nevin has served as a Financial Analyst at Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, gaming, railcar, food packaging, metals, mining, real estate and home fashion, since July 2015. Prior to that time, Nevin was employed by Jefferies LLC as a Research Analyst from 2014 to 2015 covering the Utilities sector. Nevin was also employed by JP Morgan Investment Bank in various roles from 2009 to 2015.

Mr. Nevin is a director selected by the Icahn Group pursuant to the Icahn Agreement. Mr. Nevin brings to the Board financial expertise.

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		Michael A. Nutter Age: 59        Director since: 2017 Conduent securities owned: 5,161 DSUs Occupation: Former Mayor, Philadelphia, Pennsylvania Other Directorships: None

Other Background: Mr. Nutter was elected Mayor of Philadelphia, Pennsylvania in 2007, serving from 2008 until the conclusion of his second term in 2016. During his tenure as Mayor of Philadelphia, Nutter served as President of the United States Conference of Mayors from 2012 until 2013. Since the conclusion of his second mayoral term, he has served as a member of the Homeland Security Advisory Council, as chairman of the Airbnb Mayor’s Advisory Council, as the inaugural David N. Dinkins Professor of Professional Practice in Urban and Public Policy at Columbia University and in various other advisory, academic and media commentary positions consistent with his longstanding commitment to public policy, government and civic life. Prior to entering politics, Mr. Nutter held various roles of increasing responsibility for the financial services firm Pryor, Counts & Co.

Mr. Nutter brings to the Board nearly 25 years of financial stewardship and leadership experience as an elected official and public manager.

		William G. Parrett Age: 71        Director since: 2017 Conduent securities owned: 5,161 DSUs Occupation: Chairman of the Board, Conduent Incorporated; Retired Chairman of the Board and Chief Executive Officer, Deloitte Touche Tohmatsu Other Directorships: Blackstone Group LP (since 2007); Eastman Kodak Company (since 2007); UBS AG (since 2008); Thermo Fisher Scientific Inc. (since 2008); GATE Corporation (2013-2015); United States Council for International Business (2005-2010); International Chamber of Commerce (2006-2008); US National Financial Services Industry Group (1995-1997)

Other Background: Mr. Parrett served as chief executive officer of Deloitte Touche Tohmatsu, a global accounting firm, from 2003 until his retirement in 2007. He joined Deloitte in 1967, and served in a series of roles of increasing responsibility, including Managing Partner of Deloitte & Touche USA LLP. Mr. Parrett has been chairman of Audit Committees for Blackstone Group LP, Eastman Kodak Company, UBS AG and Thermo Fisher Scientific Inc. He was also Chairman of the Board of Trustees for United Way of America, Chairman of United States Council for International Business and on the Executive Committee for the International Chamber of Commerce.

Mr. Parrett brings to the Board extensive global business experience, strong management skills and extensive knowledge of complex financial and operational issues, demonstrated by his experience as Chief Executive Officer of Deloitte Touche Tohmatsu. He also brings to the Board public company governance experience through his membership on boards of other public companies.

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		Virginia M. Wilson Age: 62        Director since: 2017 Conduent securities owned: 5,161 DSUs Occupation: Senior Executive Vice President and Chief Financial Officer, Teachers Insurance and Annuity Association (TIAA) Other Directorships: None

Other Background: Ms. Wilson has been the Senior Executive Vice President and Chief Financial Officer of Teachers Insurance and Annuity Association (TIAA), a financial services organization that is a leading retirement provider for people who work in the academic, research, medical and cultural field, since 2010. Prior to joining TIAA, she was Executive Vice President and Chief Financial Officer of Wyndham Worldwide Corporation, the holding company for Wyndham Hotels & Resorts, RCI and other hospitality brands, from 2006 to 2009.

Ms. Wilson brings to the Board extensive financial experience, demonstrated by her role in overseeing financial management and planning, actuarial, tax, accounting, corporate services, sourcing and financial reporting functions for TIAA.

The Board recommends a vote

FOR

the election of the nine (9) Directors nominated by the Board

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CORPORATE GOVERNANCE

The Company is committed to the highest standards of business integrity and corporate governance. All of our directors, executives and employees must act ethically. In addition, our directors must act in accordance with our Code of Business Conduct and Ethics for Members of the Board; our principal executive officer, principal financial officer and principal accounting officer, among others, must act in accordance with our Finance Code of Conduct; and all of our executives and employees must act in accordance with our Code of Business Conduct. Each of these codes of conduct, as well as our Corporate Governance Guidelines and the charters of our Audit, Compensation, Corporate Governance and Finance Committees can be accessed through our website at www.conduent.com/corporate-governance. They are also available to any shareholder who requests them in writing addressed to Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932, Attention: Corporate Secretary. We will disclose any future amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics for members of the Board and our Code of Business Conduct and our Finance Code of Conduct for our officers on our website as promptly as practicable, and consistent with the requirements of applicable SEC and NYSE rules. The Corporate Governance Committee of the Board periodically reviews and reassesses the adequacy of our overall corporate governance, Corporate Governance Guidelines and committee charters.

The Spin-Off

In January 29, 2016, Xerox announced plans for the complete legal and structural separation (the “Spin-Off”) of the businesses constituting Xerox’s Business Processing Outsourcing business and related operations (the “BPS Business”) from Xerox. To effect the separation, Xerox undertook a series of internal transactions, following which the Company held, directly or through its subsidiaries, the BPS Business. The Spin-Off was completed by way of a pro rata distribution of Conduent shares held by Xerox to Xerox stockholders as of December 15, 2016, the Record Date for the Spin-Off (the “Distribution”). On January 3, 2017 the Company became an independent company traded under the symbol “CNDT” on the New York Stock Exchange (NYSE) after completion of the Spin-Off.

Douglas H. Marshall, Assistant Secretary of Xerox, served as an interim member of our Board prior to the Spin-Off.

Ms. Wilson was elected on December 12, 2016, to serve as independent director of the Company by Xerox, the sole stockholder of the Company. Upon her election, Ms. Wilson was also named by the Board as a member of the Company’s Audit, Compensation and Corporate Governance Committees, with her membership on the Corporate Governance and Compensation Committees terminating automatically as of 11:59 p.m. New York City time on December 31, 2016 (the “Effective Time”).

Effective as of the Effective Time, Mr. Marshall resigned as a member of the Board. Also effective as of the Effective Time, Xerox elected Ashok Vemuri, Paul Galant, Joie A. Gregor, Vincent J. Intrieri, Courtney Mather, Michael Nevin, Michael A. Nutter and William G. Parrett to serve as directors of the Company, with Mr. Parrett being designated as the Chairman of the Board.

Additionally, the following actions were announced on January 5, 2017: Ms. Gregor and Mr. Nevin were elected to serve as members of the Audit Committee, along with Ms. Wilson who was previously designated as the Chair of such committee; Ms. Gregor, Mr. Galant and Mr. Mather were elected to serve as members of the Compensation Committee, with Ms. Gregor being designated as the Chair of such committee; Mr. Nutter, Mr. Intrieri and Mr. Parrett were elected to serve as members of the Corporate Governance Committee, with Mr. Nutter being designated as the Chair of such committee; and Mr. Intrieri, Mr. Nutter, Mr. Parrett and Ms. Wilson were elected to serve as members of the Finance Committee, with Mr. Intrieri being designated as the Chair of such committee.

Director Nomination Process

The Corporate Governance Committee considers candidates for Board membership recommended by Board members, management, shareholders and others (see below). The Corporate Governance Guidelines require that a substantial majority of the Board consist of independent directors and that management representation on the Board should be limited to senior Company management. There are no specific minimum qualifications that the Corporate Governance Committee believes must be met by prospective candidates; however, the

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Corporate Governance Committee applies the criteria set forth in our Corporate Governance Guidelines. These criteria include, among other things, the candidate’s broad perspective, integrity, independence of judgment, experience, expertise, diversity, ability to make independent analytical inquiries, understanding of the Company’s business environment and willingness to devote adequate time and effort to Board responsibilities. The Corporate Governance Committee does not assign specific weight to particular criteria and no particular criterion is necessarily applicable to all prospective nominees.

Our Corporate Governance Guidelines dictate that diversity should be considered by the Corporate Governance Committee in the director identification and nomination process. This means that the Corporate Governance Committee seeks nominees who bring a variety of business backgrounds, experiences and perspectives to the Board. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a broad diversity of experience, professions, skills, geographic representations, knowledge and abilities that will allow the Board to fulfill its responsibilities.

Shareholders who wish to recommend individuals for consideration by the Corporate Governance Committee may do so by submitting a written recommendation to the Secretary of the Company at Conduent Incorporated, 100 Campus Drive, Suite 200, Florham Park, NJ 07932. Submissions must include sufficient biographical information concerning the recommended individual, including age, employment and current board memberships (if any), for the Corporate Governance Committee to consider. The submission must be accompanied by the written consent of the nominee to stand for election if nominated by the Board and to serve if elected by the shareholders. All submissions are reviewed by the Corporate Governance Committee. Recommendations received no earlier than November 11, 2017 and no later than December 11, 2017, will be considered for nomination at the 2018 Annual Meeting of Shareholders.

Board Leadership Structure

We believe that the most effective board structure is one that emphasizes Board independence and ensures that the Board’s deliberations are not dominated by management while also ensuring that the Board and senior management act with a common purpose and in the best interest of the Company. We believe this balance is achieved through the appointment of an independent Chairman of the Board. Accordingly, William G. Parrett serves as Chairman of the Board. Under our Corporate Governance Guidelines, each regularly scheduled Board meeting must include an executive session of all directors and the CEO and a separate executive session attended only by the independent directors. Our Board is 89 percent comprised of directors who qualify as independent directors and each of our standing Board committees is comprised solely of independent directors, including our Corporate Governance Committee, which establishes our corporate governance policy and monitors the effectiveness of policy at the Board level. You can find more information on board leadership structure in the Corporate Governance Guidelines posted on the Company’s website at www.conduent.com/corporate-governance.

Risk Oversight

Our Board has ultimate oversight responsibility for our Enterprise Risk Management (ERM) process. The Board oversees our ERM process primarily through the Audit Committee of the Board, which previews the ERM assessment and process for subsequent review by the Board. We are currently significantly modifying the ERM process as a result of the Spin-Off to make it better conform to the Company’s risk profile as a standalone enterprise. The new process will be intended to strengthen our risk-management capability and to assess, monitor, and manage all categories of business risk, including strategic, operational, compliance and financial reporting. The Company’s General Counsel is responsible for the Company’s ERM function through an ERM Manager that will interface with an Enterprise Risk Management Committee, which includes the Chief Financial Officer, General Counsel, Chief Information Officer, Chief Accounting Officer, Auditor, Chief Compliance Officer and Sector Presidents. The Enterprise Risk Steering Committee inspects risk mitigation plans and progress, identifies and addresses emerging risks, and shares mitigation best practices across the Company. Additionally, to ensure that ERM is integrated with our business management, the Company’s Management Committee monitors risk exposure and the effectiveness of how we manage these risks.

Director Independence

A director is not considered independent unless the Board determines that he or she has no material relationship with the Company. The Board has adopted categorical standards to assist in both its determination

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and the Corporate Governance Committee’s recommendation as to each director’s independence. Under these categorical standards, a director will be presumed not to have a material relationship with the Company if:

Our Board has determined that all of the nominees for election as directors are independent under the NYSE Corporate Governance Rules and our Corporate Governance Guidelines, with the exception of Ashok Vemuri, our Chief Executive Officer.

In addition, the Corporate Governance Committee reviews relationships involving members of the Board, their immediate family members and affiliates, and transactions in which members of the Board, their immediate family members and their affiliates have a direct or indirect interest in which the Company is a participant to determine whether such relationship or transaction is material and could impair a director’s independence. In making independence determinations, the Board considers all relevant facts and circumstances from the point of view of both the director and the persons or organizations with which the director has relationships. See Certain Relationships and Related Person Transactions.

As a result of the aforementioned review, 89% of our nominees for election as directors are deemed to be independent.

Certain Relationships and Related Person Transactions

Agreements with Xerox

In order to govern the ongoing relationships between us and Xerox after the Spin-Off and to facilitate an orderly transition, we and Xerox entered into agreements providing for various services and rights following the Spin-Off, and under which we and Xerox will indemnify each other against certain liabilities arising from our respective businesses. The following summarizes the terms of the material agreements we entered into with Xerox.

Separation Agreement

We entered into a Separation and Distribution Agreement (the “Separation Agreement”) with Xerox before the Distribution. The Separation Agreement sets forth our agreements with Xerox regarding the principal actions to be taken in connection with the Spin-Off. It also sets forth other agreements that govern aspects of our relationship with Xerox following the Spin-Off. In particular, the Separation Agreement generally provides that:

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Transfer of Assets and Assumption of Liabilities. The Separation Agreement indentifies certain transfers of assets and assumptions of liabilities that were necessary in advance of our separation from Xerox so that we and Xerox retain the assets of, and the liabilities associated with, our respective businesses. The Separation Agreement also provides for the settlement or extinguishment of certain liabilities and other obligations between us and Xerox.

Internal Transactions. The Separation Agreement describes certain actions related to our separation from Xerox that occurred prior to the Distribution, including a total cash transfer by the Company to Xerox of approximately $1,820 million and a transfer by Xerox to the Company of certain assets (the “Internal Transactions”).

Cash Adjustment. So that the Company would be capitalized with $225 million of cash as of the Spin-Off, the Separation Agreement provided that to the extent the Company’s actual cash balance as of the Spin-Off was less than $225 million Xerox would make a payment following the Spin-Off to the Company equal to that shortfall and to the extent the Company’s actual cash balance as of the Spin-Off exceeded $225 million the Company would make a payment following the Spin-Off to Xerox equal to that excess. The Separation Agreement also provided that Xerox would transfer cash to the Company following the Spin-Off to the extent Xerox’s cash balance as of the Spin-Off, subject to certain adjustments, exceeded an agreed amount. These transfers have already occurred.

Intercompany Arrangements. All agreements, arrangements, commitments and understandings, including most intercompany accounts payable or accounts receivable, between us, on the one hand, and Xerox, on the other hand, terminated effective as of the Distribution, except specified agreements and arrangements that were intended to survive the Distribution.

Credit Support. We agreed to use reasonable best efforts to arrange, prior to the Distribution, for the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances of credit support currently provided by or through Xerox or any of its affiliates for the benefit of us or any of our affiliates.

Representations and Warranties. In general, neither we nor Xerox made any representations or warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may be required in connection with these transfers or assumptions, the value or freedom from any lien or other security interest of any assets transferred, the absence of any defenses relating to any claim of either party or the legal sufficiency of any conveyance documents. Except as expressly set forth in the Separation Agreement and certain other ancillary agreements, all assets were transferred on an “as is,” “where is” basis.

Information in this Proxy Statement with respect to the assets and liabilities of the Company and Xerox following the Distribution is presented based on the allocation of such assets and liabilities pursuant to the Separation Agreement and the ancillary agreements, unless the context otherwise requires. The Separation Agreement provides that, in the event that the transfer or assignment of certain assets or liabilities to the Company or Xerox, as applicable, did not occur prior to the Distribution, then until such assets or liabilities are able to be transferred or assigned, the Company or Xerox, as applicable, will hold such assets for the use and benefit of the other party and retain such liabilities for the account and at the expense of the other party, provided that the other party will reimburse the Company or Xerox, as applicable, for any payments made in connection with the holding of such assets or the retention of such liabilities.

Further Assurances. The parties will use reasonable best efforts to effect any transfers contemplated by the Separation Agreement that have not been consummated prior to the Distribution as promptly as practicable following the Distribution Date. In addition, the parties will use reasonable best efforts to effect any transfer or re-transfer of any asset or liability that was improperly transferred or retained as promptly as practicable following the Distribution Date.

The Distribution. The Separation Agreement governs Xerox’s and our respective rights and obligations regarding the Distribution. Prior to the Distribution, Xerox delivered all the issued and outstanding shares of our

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common stock to the distribution agent. Following the Distribution Date, the distribution agent electronically delivered the shares of our common stock to Xerox shareholders based on the distribution ratio.

Exchange of Information. We and Xerox agreed to provide each other with information reasonably necessary to comply with reporting, disclosure, filing or other requirements of any national securities exchange or governmental authority, for use in judicial, regulatory, administrative and other proceedings and to satisfy audit, accounting, litigation and other similar requests. We and Xerox also agreed to use reasonable best efforts to retain such information in accordance with our respective record retention policies as in effect on the date of the Separation Agreement. Each party also agreed to use its reasonable best efforts to assist the other with its financial reporting and audit obligations for an agreed period of time.

Release of Claims. We and Xerox each agreed to release the other and its affiliates, successors and assigns, and all persons that prior to the Distribution had been the other’s shareholders, directors, officers, members, agents and employees, and their respective heirs, executors, administrators, successors and assigns, from any claims against any of them that arose out of or relate to events, circumstances or actions occurring or failing to occur or any conditions existing at or prior to the time of the Distribution. These releases are subject to exceptions set forth in the Separation Agreement.

Indemnification. We and Xerox each agreed to indemnify the other and each of the other’s current, former and future directors, officers and employees, and each of the heirs, administrators, executors, successors and assigns of any of them, against certain liabilities incurred in connection with the Spin-Off and our and Xerox’s respective businesses. The amount of either Xerox’s or our indemnification obligations will be reduced by any insurance proceeds the party being indemnified receives. The Separation Agreement also specifies procedures regarding claims subject to indemnification.

Transition Services Agreement

We entered into a Transition Services Agreement (the “Transition Services Agreement”) with Xerox pursuant to which Xerox is providing the Company, and the Company is providing Xerox, with specified services for a limited time to help ensure an orderly transition following the completion of the Spin-Off. The Transition Services Agreement specifies the calculation of the costs for these services. The provider or recipient of a particular service is generally able to terminate that service prior to the scheduled expiration date in the event of the other party’s uncured material breach with respect to such service, and the recipient of a particular service may terminate such service for convenience, subject to a specified minimum notice period. The cumulative liability of each party in its capacity as service provider under the transition services agreement is limited to the aggregate amount paid to it for services under the agreement.

Tax Matters Agreement

We entered into a Tax Matters Agreement (the “Tax Matters Agreement”) with Xerox that governs the Company’s and Xerox’s rights, responsibilities and obligations after the Spin-Off with respect to tax liabilities and benefits, tax attributes, tax contests and other tax matters regarding income taxes, other taxes and related tax returns.

With respect to taxes other than those incurred in connection with the Spin-Off (which are discussed below), the Tax Matters Agreement provides that the Company will generally indemnify Xerox for (1) any taxes of the Company and its subsidiaries for all periods after the Distribution and (2) any taxes of Xerox and its subsidiaries for periods prior to the Distribution to the extent attributable to Xerox’s BPS Business.

The Tax Matters Agreement generally provides that the Company will indemnify Xerox for any taxes resulting from the failure of certain steps of the Spin-Off to qualify for their intended tax treatment under U.S. federal income tax laws, where such taxes result from (1) untrue representations and breaches of covenants that the Company made and agrees to in connection with the Spin-Off (including representations the Company made in connection with a tax opinion received by Xerox and covenants containing the restrictions described below that are designed to preserve the tax-free nature of the Distribution), (2) the application of certain provisions of U.S. federal income tax law to the Spin-Off or (3) any other actions that the Company knows or reasonably should expect would give rise to such taxes. The Company is also required to indemnify Xerox for any taxes in excess of certain threshold amounts relating to certain steps of the Internal Transactions and resulting from breaches

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of covenants that the Company made and agrees to in connection with the Spin-Off. The Company and Xerox generally have joint control over any audit or other proceeding relating to the Spin-Off.

The Tax Matters Agreement imposes certain restrictions on the Company and its subsidiaries (including restrictions on share issuances, business combinations, sales of assets and similar transactions) that are designed to preserve the tax-free nature of the Distribution. These restrictions apply for the two-year period after the Distribution. The Company is able to engage in an otherwise restricted action if the Company obtains appropriate advice from counsel (or a ruling from the IRS).

Employee Matters Agreement

We entered into an Employee Matters Agreement (the “Employee Matters Agreement”) with Xerox that addresses certain employment, compensation and benefits matters, including the allocation and treatment of certain assets and liabilities relating to our employees and the compensation and benefit plans and programs in which our employees participated prior to the Spin-Off, as well as certain other human resources, employment and employee benefit matters.

Following the Spin-Off, we generally remain responsible for any employment-related liabilities that relate to individuals who were employed by us at the time the event giving rise to the liability arose (whether before or after the Spin-Off). In addition, we assumed responsibility for any change in control, severance or other individual agreements that our employees entered into with Xerox prior to the Spin-Off.

We are responsible for annual bonus payments for our employees for the year in which the Spin-Off occurred, and Xerox will reimburse us for the full amount of any such bonuses that we pay to individuals who transferred to us from Xerox in connection with the Spin-Off. Likewise, Xerox is responsible for annual bonus payments for Xerox employees for the year in which the Spin-Off occurred, and we will reimburse Xerox for the full amount of any such annual bonuses that Xerox pays to individuals who transferred to Xerox from us in connection with the Spin-Off.

Following the Spin-Off, we generally provide coverage for our employees under our health, welfare and other benefit plans, and we remain responsible for all liabilities incurred under our health, welfare and other benefit plans prior to the Spin-Off. Xerox remains responsible for all liabilities incurred under its health, welfare and other benefit plans prior to the Spin-Off, including any that relate to our employees.

With certain exceptions relating to plans maintained outside the United States, the Company’s employees participate under the Company’s benefit plans, and Xerox remains responsible for any liabilities accrued by our employees under Xerox’s qualified and nonqualified pension plans, and we remain responsible for any liabilities accrued by Xerox employees under our nonqualified pension plans. Following the Spin-Off, our employees were permitted to elect to rollover their account balances under Xerox’s 401(k) plan to our 401(k) plan, and Xerox employees were permitted to elect to rollover their account balances under our 401(k) plan to Xerox’s 401(k) plan.

In the case of any of our employees who participated in Xerox’s U.S. tax qualified pension plan prior to the Spin-Off and were within one year of age 55 or 30 years of vesting service at the time of the Spin-Off, Xerox will recognize up to one year of service by such employees with us and up to one year of age attained by such employees after the Spin-Off in order to bridge such employees into early retirement under such plans, subject to the employee’s continued service with us during the relevant period following the Spin-Off.

Intellectual Property Agreement

We entered into an Intellectual Property Agreement (the “Intellectual Property Agreement”) with Xerox pursuant to which all of the intellectual property rights of the BPS Business and the liabilities relating to, arising out of or resulting therefrom not already owned by the Company and owned by Xerox prior to the Spin-Off were transferred to the Company.

Xerox also granted the Company certain irrevocable, non-exclusive, worldwide, sublicensable (only in specified circumstances) and royalty-free licenses to certain of Xerox’s intellectual property used in the BPS Business for use in the Company’s field. The license to the Company is transferable generally with any sale or transfer of a business of the Company that utilizes Xerox’s intellectual property.

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The Company also granted back to Xerox certain irrevocable, non-exclusive, worldwide, sublicensable (only in specified circumstances) and royalty-free licenses to certain of the Company’s intellectual property for use in Xerox’s field. The license to Xerox is transferable generally with any sale or transfer of a Xerox business that utilizes the Company’s intellectual property.

Trademark License Agreement

We entered into a Trademark License Agreement (the “Trademark License Agreement”) with Xerox pursuant to which Xerox granted the Company a fully paid-up, royalty free, non-sublicenseable, non-exclusive license to use certain of Xerox’s trademarks, trade names and service marks in connection with the sale, provision, marketing, performance and promotion of the products, services and offerings of the BPS Business as it existed immediately prior to the Distribution. The term of the license is 12 months following the Spin-Off, which may be extended to 18 months if requested by the Company and approved by Xerox (in its sole discretion). The Company is not permitted to assign its rights to the licensed marks, except with the prior written consent of Xerox.

Ongoing Commercial Agreements

In addition to the above agreements, we are also currently party to various other agreements with Xerox and its subsidiaries, including those relating to real estate, that are intended to continue post-Distribution subject to their existing terms or terms and conditions to be negotiated and agreed to. We do not consider these agreements to be material.

Other Arrangements

Prior to the Spin-Off, we have had various other arrangements with Xerox, including arrangements whereby Xerox performed various corporate functions for us, including, but not limited to, senior management, legal, human resources, finance and accounting, treasury, information technology, marketing and communication, internal audit and other shared services. As described in more detail in “—Separation and Distribution Agreement” above, these arrangements, other than those contemplated pursuant to the Transition Services Agreement, were generally terminated in connection with the Spin-Off. We do not consider these arrangements with Xerox to be material.

Exchange Agreement

On October 27, 2016, Xerox and the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Mr. Darwin Deason, who is the beneficial owner of more than five percent of our Common Stock. Pursuant to the terms of the Exchange Agreement, on the Distribution Date Xerox transferred 180,000 shares of Xerox Series B Convertible Perpetual Preferred Stock, par value $1.00 per share, and 120,000 shares of Conduent Series A Convertible Perpetual Preferred Stock, par value $0.01 per share, to Mr. Deason in exchange for all of Mr. Deason’s shares of Xerox Series A Convertible Perpetual Preferred Stock, par value $1.00 per share.

Related Person Transactions Policy

The Board has adopted a policy addressing the Company’s procedures with respect to the review, approval and ratification of “related person transactions” that are required to be disclosed pursuant to Item 404(a) of Regulation S-K. The policy provides that any transaction, arrangement or relationship, or series of similar transactions, in which the Company will participate or has participated and a “related person” (as defined in Item 404(a) of Regulation S-K) has or will have a direct or indirect material interest, and which exceeds $120,000 in the aggregate, is subject to review (each such transaction, a “Related Person Transaction”). In its review of Related Person Transactions, the Corporate Governance Committee reviews the material facts and circumstances of the transaction and takes into account certain factors, where appropriate, based on the particular facts and circumstances, including: (i) the nature of the “related person’s” interest in the transaction; (ii) the significance of the transaction to the Company and to the “related person”; and (iii) whether the transaction is likely to impair the judgment of the “related person” to act in the best interest of the Company.

No member of the Corporate Governance Committee may participate in the review, approval or ratification of a transaction with respect to which he or she is a “related person.”

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Certain Employment Arrangements

We actively recruit qualified candidates for our employment needs. Relatives of our executive officers and other employees are eligible for hire. In 2016, we did not have any non-executive employees who were employed by the Company or one of its subsidiaries who received more than $120,000 in annual compensation (salary, incentive cash awards, equity awards and commissions) and are related to our current executive officers, including executive officers who are also directors.

BOARD OF DIRECTORS AND BOARD COMMITTEES

Committee Functions, Membership and Meetings

Our Board has four standing committees: Audit, Compensation, Corporate Governance and Finance. Set forth below is a list of the committees of our Board, a summary of the responsibilities of each committee, the number of committee meetings held during 2016 for each committee and a list of the members of each committee.

Audit Committee (0 meetings)

A copy of the charter of the Audit Committee is posted on the Company’s website at www.conduent.com/corporate-governance.

The responsibilities of the Audit Committee include:

The Audit Committee is also responsible for the preparation of the Audit Committee Report that is included in this Proxy Statement beginning on page 64.

Members: Joie A. Gregor; Michael Nevin; and Virginia M. Wilson

Chair: Ms. Wilson

The Board has determined that (1) all of the members of the Audit Committee are independent under the Company’s Corporate Governance Guidelines and under the applicable SEC and NYSE Corporate Governance Rules and are financially literate and (2) Ms. Wilson and Mr. Nevin are “audit committee financial experts,” as defined in the applicable SEC rules. Designation or identification of a person as an audit committee financial expert does not impose any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Audit Committee and the Board in the absence of such designation or identification.

Compensation Committee (0 meetings)

A copy of the charter of the Compensation Committee is posted on the Company’s website at www.conduent.com/corporate-governance.

The responsibilities of the Compensation Committee include:

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The Compensation Committee is also responsible for reviewing and discussing the Compensation Discussion and Analysis (CD&A) with management, and has recommended to the Board that the CD&A be included in this Proxy Statement (beginning on page 25) and incorporated by reference in the Company’s 2016 Annual Report on Form 10-K. The CD&A discusses the material aspects of the Company’s compensation objectives, policies and practices. The Compensation Committee’s report appears on page 51 of this Proxy Statement.

The Compensation Committee has not delegated its authority for compensation for executive officers. The Compensation Committee has, however, delegated authority under the Company’s equity plan to the CEO to grant equity awards to employees who are not executive officers. The CEO is also responsible for setting the compensation of, reviewing performance goals and objectives for, and evaluating officers who are not executive officers.

Executive officer compensation decisions are made by the Compensation Committee after discussing recommendations with the CEO and the Executive Vice President & Chief Human Resources Officer. The Chief Financial Officer confirms the Company’s financial results used by the Compensation Committee to make compensation decisions. The Chief Financial Officer attends Compensation Committee meetings to discuss financial targets and results for the Annual Performance Incentive Plan and the Executive Long-Term Incentive Program as described in the CD&A. The Compensation Committee meets in executive session to review and approve compensation actions for the CEO.

The Compensation Committee has retained F.W. Cook as an independent consultant to the Compensation Committee. F.W. Cook provides no services to management and provides an annual letter to the Compensation Committee regarding its independence, which the Compensation Committee reviews and determines whether there is any conflict of interest. Based on its review for 2016, the Compensation Committee determined that F.W. Cook’s work has not raised any conflict of interest and that such firm is independent. The consultant’s responsibilities are discussed on page 30 of this Proxy Statement.

Members: Paul Galant; Joie A. Gregor; and Courtney Mather

Chair: Ms. Gregor

The Board has determined that all of the members of the Compensation Committee are independent under the Company’s Corporate Governance Guidelines and NYSE Corporate Governance Rules. In addition, each Committee member is a “non-employee director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, and is an “outside director” as defined in Section 162(m) of the Code. Virginia M. Wilson, who served on the Compensation Committee until December 31, 2016, satisfied the foregoing independence standards during her time as a member of the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was or is an officer or employee of the Company or any of its subsidiaries. In addition, during the last fiscal year, none of our executive officers served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on our Board or Compensation Committee.

Corporate Governance Committee (0 meetings)

A copy of the charter of the Corporate Governance Committee is posted on the Company’s website at www.conduent.com/corporate-governance.

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The responsibilities of the Corporate Governance Committee include:

The Corporate Governance Committee recommends to the Board nominees for election as directors of the Company and considers the performance of incumbent directors in determining whether to recommend their nomination.

Members: Vincent J. Intrieri; Michael A. Nutter; and William G. Parrett

Chair: Mr. Nutter

The Board has determined that all of the members of the Corporate Governance Committee are independent under the Company’s Corporate Governance Guidelines and the NYSE Corporate Governance Rules. Virginia M. Wilson, who served on the Compensation Committee until December 31, 2016, satisfied the foregoing independence standards during her time as a member of the Corporate Governance Committee.

Finance Committee (0 meetings)

A copy of the charter of the Finance Committee is posted on the Company’s website at www.conduent.com/corporate-governance.

The responsibilities of the Finance Committee are:

Members: Vincent J. Intrieri; Michael A. Nutter; William G. Parrett; and Virginia M. Wilson

Chair: Mr. Intrieri

The Board has determined that all of the members of the Finance Committee are independent under the Company’s Corporate Governance Guidelines and the NYSE Corporate Governance Rules.

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Board and Committee Meetings; Annual Meeting Attendance

Attendance: As a subsidiary of Xerox until consummation of the Spin-Off in December 2016, we did not hold an annual meeting of shareholders or any Board or committee meetings in 2016.

Annual Meeting Attendance Policy: The Company’s policy generally is for all members of the Board to attend the Annual Meeting of Shareholders. We believe that attendance at meetings is only one means by which directors may contribute to the effective management of the Company and that the contributions of all directors have been substantial and are highly valued.

Summary of Annual Director Compensation

Prior to the Spin-Off, our Board adopted a compensation program for our non-employee directors effective beginning January 1, 2017 upon the completion of the Spin-Off. The following table shows the compensation paid by Conduent for the fiscal year ended December 31, 2016 to its non-employee directors. Other than Ms. Wilson, our non-employee directors did not receive compensation for their service in 2016. Ashok Vemuri, Chief Executive Officer, is not included in this table because he is an employee of the Company and receives no additional compensation for his service as a director. The compensation received by Mr. Vemuri as an employee is shown in the 2016 Summary Compensation Table.

Cash Compensation

Under the program, non-employee directors will receive $80,000 per year as an annual cash retainer for their service on the Board. In addition, non-employee directors will receive additional retainers for the following roles:

All directors will also be reimbursed for reasonable expenses incurred in connection with service on the Board or any of its Committees.

Equity Compensation

Under the program, each non-employee director will be automatically eligible for annual equity award grants in the form of DSUs under the Director Equity Plan with a grant-date fair value of approximately $145,000. DSUs are a bookkeeping entry that represents the right to receive one share of our common stock at a future date. DSUs are vested on the date of grant and include the right to receive dividend equivalents, which are credited in the form of additional DSUs, at the same time and in approximately the same amounts that the holder of an equivalent number of shares of our common stock would be entitled to receive in dividends.

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SECURITIES OWNERSHIP

Ownership of Company Securities (1)

We are not aware of any person who, or group which, owns beneficially more than 5% of any class of the Company’s equity securities as of December 31, 2016, except as set forth below.

Represents shares of Conduent common stock held by the following group of entities associated with Carl C. Icahn: High River Limited Partnership (“High River”), Hopper Investments LLC (“Hopper”), Barberry Corp. (“Barberry”), Icahn Partners Master Fund LP (“Icahn Master”), Icahn Offshore LP (“Icahn Offshore”), Icahn Partners LP (“Icahn Partners”), Icahn Onshore LP (“Icahn Onshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”) and Beckton Corp. (“Beckton”)(collectively, the “Reporting Persons”). The principal business address of (i) each of High River, Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Master, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, and (ii) Mr. Icahn is c/o Icahn Associates Holding LLC, 767 Fifth Avenue, 47th Floor, New York, NY 10153.

High River has sole voting power and sole dispositive power with regard to 3,961,200 shares of Conduent common stock. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares of Conduent common stock. Icahn Master has sole voting power and sole dispositive power with regard to 6,563,018 shares of Conduent common stock. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares of Conduent common stock. Icahn Partners has sole voting power and sole dispositive power with regard to 9,281,782 shares of Conduent common stock. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such shares of Conduent common stock.

Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, may be deemed to indirectly beneficially own the shares of Conduent common stock which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such shares of Conduent common stock for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, may be deemed to indirectly beneficially own the shares of Conduent common stock which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Conduent

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common stock for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, may be deemed to indirectly beneficially own the shares of Conduent common stock which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such shares of Conduent common stock for all other purposes.

Shares of Common Stock of the Company owned beneficially by the directors and nominees for director, each of the current executive officers named in the Summary Compensation Table and all directors and current executive officers as a group, as of February 28, 2017, were as follows:

Percent Owned by Directors and Executive Officers: Each director and executive officer beneficially owned less than 1% of the aggregate number of shares of Common Stock outstanding as of February 28, 2017. The amount beneficially owned by all directors and executive officers as a group also amounted to less than 1%.

Amount Beneficially Owned: The numbers shown are the shares of Common Stock considered beneficially owned by the directors and executive officers in accordance with SEC rules. Shares of Common Stock which executive officers and directors had a right, within 60 days of February 28, 2017, to acquire upon the exercise of options or rights or upon vesting of performance shares, DSUs or restricted stock units are included. Shares held in a grantor retained annuity trust or by family members and vested shares, the receipt of which have been deferred under one or more equity compensation programs, are also included. All these are counted as outstanding for purposes of computing the percentage of Common Stock outstanding and beneficially owned by such person.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the 1934 Act (“Section 16”) requires the Company’s directors, executive officers and persons who own more than ten percent of the Common Stock of the Company, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock of the Company. Directors, executive officers and greater than ten percent shareholders are required by the regulations of the SEC to furnish the Company with copies of all Section 16 reports they file. Based solely on review of the copies of such reports furnished to the Company or written representations that no other reports were required to be filed with the SEC, the Company believes that all reports for the Company’s directors and executive officers that were required to be filed under Section 16 during the fiscal year ended December 31, 2016 were timely filed, except for Paul Galant, Joie A. Gregor, Vincent J. Intrieri, Courtney Mather, Michael Nevin, Michael A. Nutter and William G. Parrett, who each had a late Form 3 filing.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

Since Xerox Services (which became Conduent Inc.) was a subsidiary of Xerox until the completion of the Spin-Off on December 31, 2016, our employees participated in the compensation and benefit programs of Xerox and its subsidiaries in fiscal year 2016. Therefore, except as otherwise indicated, the compensation arrangements and benefit programs discussed in this Compensation Discussion & Analysis (“CD&A”) are those of Xerox. As used below, “Xerox Services” includes the BPO Business and Xerox’s Document Outsourcing business. Executive compensation decisions following the Spin-Off are made by the Conduent Compensation Committee.

Named Executive Officers

The executives whose compensation is discussed in this CD&A (referred to as our “named executive officers”) and their respective titles for fiscal year 2016 are:

Mr. Vemuri assumed the role of Chief Executive Officer of Xerox Services effective July 1, 2016, and he assumed the role of Chief Executive Officer of Conduent upon the completion of the Spin-Off. In September 2016, Mr. Webb-Walsh entered into a letter agreement with Xerox to provide that he would become a Corporate Officer of Xerox, effective October 1, 2016, and our Senior Vice President and Chief Financial Officer, effective upon the completion of the Spin-Off. On December 31, 2016, Mr. Zapfel ceased active employment with Xerox in connection with organizational changes relating to the Spin-Off. In 2016, Mr. Warren was employed by Xerox Services and was an executive officer of Conduent. He became an employee of Xerox, effective January 1, 2017.

This CD&A will be subject to an advisory say-on-pay vote at the Annual Meeting, and we will also conduct an advisory say-on-frequency vote at the Annual Meeting. Our Board and the Compensation Committee greatly value the benefits of maintaining a dialogue with our shareholders and understanding their views. The Conduent Compensation Committee intends to consider the outcome of future say-on-pay votes when making future compensation decisions for our named executive officers.

Linking Pay to Performance

We structure our compensation to attract and retain first-class executive talent, reward past performance and motivate future performance. The Xerox executive compensation program described in this CD&A was designed to pay for performance and the creation of long-term shareholder value, and to align executive compensation with its business strategy. Accordingly, we reward our executive officers when we achieve short- and long-term performance objectives and scale down compensation when we do not achieve those

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objectives. When determining payouts under the short-term incentive program, the Compensation Committee of the Xerox Board of Directors (the “Xerox Compensation Committee”) and the Conduent Compensation Committee consider the quality of the performance results from enterprise and individual perspectives, while taking into account alignment with shareholder interests.

Summary of 2016 Compensation Actions

The primary elements of the executive compensation program for our named executive officers are:

The Xerox Compensation Committee made several decisions regarding Mr. Vemuri’s and Mr. Zapfel’s compensation, and Ursula M. Burns, Chief Executive Officer of Xerox (the “Xerox CEO”), generally in consultation with Mr. Zapfel and Mr. Vemuri, made decisions regarding the compensation of our other named executive officers in 2016, as summarized below. Since Mr. Vemuri and Mr. Zapfel were executive officers of Xerox for 2016, the Xerox Compensation Committee was responsible for decisions regarding their compensation, as provided in its charter. Decisions regarding their compensation were recommended by the Xerox Compensation Committee and approved by the Conduent Compensation Committee. Since our other named executive officers were not executive officers of Xerox, the Xerox CEO, generally in consultation with Mr. Zapfel and Mr. Vemuri, were responsible for decisions regarding their compensation consistent with the overall design of the Xerox executive compensation program. Decisions regarding final payment of compensation were approved by the Conduent Compensation Committee, generally in consultation with Mr. Vemuri.

Base Salaries

In connection with his promotion to Corporate Officer of Xerox, effective October 1, 2016, and Senior Vice President and Chief Financial Officer of Conduent, effective upon the completion of the Spin-Off, Mr. Webb-Walsh’s base salary was increased from $295,000 to $450,000, effective October 1, 2016. Mr. Warren’s and Ms. Harvey’s base salaries were increased from $450,000 to $495,000 and from $525,000 to $536,000, respectively, effective April 1, 2016, in connection with their annual merit review, as a result of individual contributions to the Company. The base salaries for our other named executive officers for 2016 were unchanged from 2015. For further information regarding base salaries, see “2016 Compensation for the Named Executive Officers—Base Salary.”

Short-Term Incentives

All of our named executive officers participated in the Xerox Annual Performance Incentive Program (“APIP”). The 2016 performance measures and weightings for Mr. Vemuri and Mr. Zapfel were adjusted EPS (20%), constant currency revenue growth (20%), operating cash flow (20%) and an assessment by the Xerox CEO and the Xerox Board of Directors of the successful completion to the Spin-Off (the “separation performance measure”) (40%) (referred to collectively as “Xerox Corporate” performance goals). The separation performance measure is given greater weighting to emphasize the challenges, effort and focus required for a successful completion of the Spin-Off. Performance for 2016 with respect to adjusted EPS was at $1.13, constant currency revenue growth was at (4)% and operating cash flow was at $1.293B. Based on the successful completion of the Spin-Off as intended on December 31, 2016, it was determined that the payout factor for the separation performance measure would be 1.0. Xerox senior management recommended to the Xerox Compensation Committee an overall payout factor of .93 that reflected Company performance results for all four measures. Following the certification of performance for 2016 by the Xerox Compensation Committee, the Compensation Committee certified achievement of the 2016 performance goals and the overall payout factor on March 6, 2017, based on the achievement and overall payout factor approved by the Xerox Compensation Committee.

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The 2016 performance measures and weightings for Mr. Webb-Walsh and Ms. Watts were performance profit (35%), constant currency revenue growth (20%) and free cash flow (20%) for Xerox Services and the Xerox Corporate performance goals described above (25%). The 2016 performance measures and weightings for Mr. Warren were operating profit (35%), constant currency revenue (20%) and free cash flow (20%) for Xerox Services – Commercial and Xerox Corporation performance goals (25%). The 2016 performance measures and weightings for Ms. Harvey were operating profit (35%), constant currency revenue (20%) and cash collection as a percent of revenue (20%) for Xerox Services – Healthcare and Xerox Corporate performance goals (25%). In other words, 75% of the 2016 performance measures and weightings for our named executive officers other than Mr. Vemuri and Mr. Zapfel were based on performance measures related to Xerox Services or their applicable business unit, and the remainder were based on Xerox Corporate performance goals. For our named executive officers other than Mr. Vemuri and Mr. Zapfel, the 2016 weightings for the Xerox Corporate performance goals were adjusted EPS (5%), constant currency revenue growth (5%), operating cash flow (5%) and the separation performance measure (10%).

In connection with his promotion to Corporate Officer of Xerox, effective October 1, 2016, and Senior Vice President and Chief Financial Officer of Conduent, effective upon the completion of the Spin-Off, Mr. Webb-Walsh’s bonus target was increased from 50% to 75%, effective October 1, 2016. For additional information regarding short-term incentives, see “2016 Compensation for the Named Executive Officers—Short-Term Incentives.”

Long-Term Incentives

Because of the difficulty in setting three-year performance goals that would appropriately take into account the Spin-Off, for 2016, the Xerox Compensation Committee made a determination to replace the typical three-year performance award program with a transitional E-LTIP program in which 50% of the award was based on both service-based vesting conditions and achieving one-year performance goals measured for the fiscal year ending December 31, 2016 and 50% would be solely subject to service-based vesting conditions. The grant date for both portions of this award was July 1, 2016 and all earned shares will vest three years from the grant date. The 2016 performance measures and weightings for the portion of the award granted as performance shares were the same as the 2015 E-LTIP: adjusted EPS (50%), revenue growth (30%) and adjusted operating cash flow (20%) measured for fiscal 2016 performance only.

Based on a review conducted in 2015 of peer group total target compensation from the prior four years and trends in long-term incentive compensation over time, the target grant date value of the award for Mr. Zapfel was reduced to better align with his internal peers.

In addition, Mr. Warren, Ms. Harvey and Ms. Watts each received a special grant of restricted stock units (“RSUs”) on January 1, 2016 in order to incentivize retention of our key executive talent. In connection with his promotion to Corporate Officer of Xerox, effective October 1, 2016, and Senior Vice President and Chief Financial Officer of Conduent, Mr. Webb-Walsh received a special grant of RSUs. Vesting of the RSUs generally requires continued employment through the third anniversary of the grant date and would be forfeited upon earlier termination of employment, except for in limited cases such as (x) death, upon which the RSUs vest in full, or (y) disability, an involuntary termination without cause or termination following retirement eligibility, in which case a pro-rata portion of the RSUs would vest.

As a result of the Spin-Off, each outstanding Xerox equity award held by an individual who was an employee of Conduent following the Spin-Off (including each of our named executive officers other than Mr. Warren and Mr. Zapfel) were converted entirely into an award with respect to Conduent Common Stock, and each outstanding Xerox equity award held by an individual who was an employee (including Mr. Warren) or a former employee (including Mr. Zapfel) of Xerox following the Spin-Off remained an award with respect to Xerox Common Stock. In each case, the award was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Xerox equity award. Following this adjustment, each 2013 E-LTIP award, 2014 E-LTIP award and 2016 E-LTIP award remained subject to the same vesting conditions as prior to the Spin-Off, and each 2015 E-LTIP award was additionally adjusted based on actual performance achieved through December 31, 2016 for 2/3 of the award, and based on target performance for the remainder of the award, and will otherwise remain subject to time- based vesting through the award’s original vesting date, except for in limited cases such as (x) death, upon which the awards vest in full, or (y) disability, an involuntary termination

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without cause or termination following retirement eligibility, in which case a pro-rata portion of the awards would vest based on actual achievement of the applicable performance measures or (z) involuntary termination of employment (other than a termination for cause) or a voluntary termination for good reason following a change in control of the Company, upon which the awards vest in full at target performance.

For additional information regarding long-term incentives, see the section entitled “2016 Compensation for the Named Executive Officers—Long-Term Incentives.” Additional information and the amount of the estimated payments and benefits payable to the named executive officers assuming a change in control of Conduent and a qualifying termination of employment is presented in the “Potential Payments Upon Termination or Change in Control” table.

Separation Incentive Award Program

In light of the challenges of the Spin-Off, the Xerox Compensation Committee felt it was beneficial to Xerox and Conduent and their respective shareholders to provide a special separation incentive award program for select executives key to the success of the Spin-Off (including Mr. Webb-Walsh, Mr. Warren, Ms. Harvey and Ms. Watts. Under this program, the Xerox Compensation Committee approved cash separation incentive awards to be paid on the one-year anniversary of the Spin-Off. These cash awards will be paid if they remain an employee of Xerox or Conduent, as applicable, on the payment date or if their employment is terminated not for cause or upon death. For additional information regarding the separation incentive awards, see the subsection of “2016 Compensation for the Named Executive Officers” —entitled “Separation Incentive Award Program.”

Total Compensation

Complete compensation information for our named executive officers appears in the “Summary Compensation Table.” The following table shows annual base salary (as December 31, 2016 subject to the footnotes below) target and actual short-term incentive (APIP), and annual target long-term incentive (E-LTIP) compensation for 2016.

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XEROX EXECUTIVE COMPENSATION PRINCIPLES

The following core principles reflected Xerox’s philosophy with respect to executive compensation in fiscal year 2016. These principles, established and refined from time to time by the Xerox Compensation Committee, are intended to promote improved financial performance, to hold Xerox’s senior executives personally accountable for the performance of the business units, divisions or functions for which they are responsible and to motivate Xerox’s senior executives to collectively make decisions about Xerox that will deliver enhanced value to shareholders over the long term.

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GOVERNANCE OF THE XEROX EXECUTIVE COMPENSATION PROGRAM

Oversight

In 2016, the Xerox Compensation Committee administered the executive compensation program on behalf of the Xerox Board of Directors and the Xerox shareholders for certain executive officers of Xerox, including Mr. Vemuri and Mr. Zapfel. The Xerox CEO administered the executive compensation program for our other named executive officers. Since the completion of the Spin-Off, the Conduent Compensation Committee has administered the executive compensation program for our named executive officers. The members of the Conduent Compensation Committee are Paul Galant, Joie A. Gregor and Courtney Mather. All members of the Conduent Compensation Committee are independent directors in accordance with applicable NYSE standards, including heightened independence requirements for Compensation Committee members. Their biographies appear beginning on page 6 of this Proxy Statement.

In connection with the Spin-Off, our Board adopted a Conduent Compensation Committee charter, effective upon completion of the Spin-Off, under which the Compensation Committee has the authority to retain an independent advisor for the purpose of reviewing and providing guidance related to executive compensation programs. The Compensation Committee’s responsibilities are discussed beginning on page 19 of this Proxy Statement. A complete description of the Compensation Committee’s responsibilities and functions appears in its charter, which can be found on our website at www.conduent.com/corporate-governance.

Independent Consultant

The Xerox Compensation Committee has retained the services of an independent compensation consulting firm, Frederic W. Cook & Co., Inc. (the “Consultant”), to assist with its responsibilities. The Consultant reports only to the Xerox Compensation Committee and has not performed any other work for Xerox or Conduent since being retained as an independent consultant to the Xerox Compensation Committee. As provided in its charter, the Xerox Compensation Committee has the authority to determine the scope of the Consultant’s services and may terminate the Consultant’s engagement at any time.

During 2016, the Consultant provided the following services:

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Best Practices

The Xerox Compensation Committee regularly reviews executive compensation best practices and makes changes to Xerox’s programs as appropriate.

Risk Assessment

The Conduent Compensation Committee believes that its programs encourage positive behavior while balancing risk and reward, consistent with the interests of its shareholders. Conduent management conducts risk assessments each year and presents the findings to the Conduent Compensation Committee. Based on the Xerox assessment of programs covering its employees and executives for 2016, the Conduent Compensation Committee determined that its compensation plans, programs and practices do not motivate behavior that is reasonably likely to have a material adverse impact on Conduent. The Xerox assessment included reviews of internal controls, clawback provisions (including those for engaging in detrimental activity), ownership requirements, overlapping performance periods and vesting schedules, the balance of short- and long-term incentives and performance goals which are tied to multiple financial metrics. Because the 2016 programs covering its employees and executives for 2016 were extensions of the programs at Xerox, the Conduent has not performed an additional risk assessment for the 2016 programs.

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PROCESS FOR SETTING COMPENSATION

Competitive Market Information

In 2016, the Xerox Compensation Committee received a report comparing the compensation of Mr. Zapfel and Mr. Vemuri with the compensation of the comparable named executive officers of the companies in Xerox’s peer group. This comparison includes peer group compensation data from the most recent proxy statements for these elements of pay:

The Xerox Compensation Committee reviewed the peer group total target compensation (including the individual elements noted above) for Mr. Zapfel, Mr. Vemuri, and Xerox’s other named executive officers. The Xerox Compensation Committee used the median as the primary competitive reference point, but does not use that data as a specific benchmark or to match a specific percentile of the market. The competitive peer group market data is prepared, analyzed and presented to the Xerox Compensation Committee by the Consultant. FW Cook also presented a broader set of survey data, as prepared by Mercer, the Consultant to Xerox management in 2016.

In 2016, the Consultant also conducted an analysis of actual compensation for Mr. Vemuri, Mr. Zapfel and Xerox’s other named executive officers and Xerox’s overall performance compared to actual compensation and performance of the peer group companies. The Xerox Compensation Committee reviewed Xerox’s performance in relation to the peer group (including total shareholder return compared to the Xerox peer group, the S&P 500 and an industry group composed of companies in the S&P 500 IT Index) when setting compensation for Mr. Vemuri, Mr. Zapfel and Xerox’s other named executive officers.

Xerox Services Survey Data

The Consultant also presents a broader set of survey data, as prepared by Mercer. In 2016, Mercer prepared a market pricing analysis to assist the Xerox CEO in determining the compensation of our named executive officers other than Mr. Vemuri and Mr. Zapfel. The analysis used data from the following survey sources: the Towers Watson 2014 CDB General Industry Executive Compensation Survey; Frederic W. Cook 2014 Survey of Long-Term Incentives; Mercer 2015 US Executive Remuneration Suite; and the Aon Hewitt TCM Executive Survey. The median in the survey data for the particular role is used as the primary competitive reference point by the Xerox CEO in setting compensation for our named executive officers other than Mr. Zapfel and Mr. Vemuri. The Xerox CEO does not use that data as a specific benchmark or to match a specific percentile of the market.

Peer Group

Mercer collected the data that was used by the Consultant in 2016 to help determine the composition of Xerox’s peer group in setting compensation for Mr. Vemuri and Mr. Zapfel and for reviewing overall executive compensation trends. Mercer provides these and other consulting services to Xerox management and has not performed any work directly for the Xerox Compensation Committee.

Xerox believes its peer group companies on the whole are appropriate in size (considering revenue, enterprise value and assets) and also are:

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The Xerox Compensation Committee regularly reviews the composition of the peer group. The peer group was revised and approved in 2014 and confirmed again by the Xerox Compensation Committee in 2015 and 2016. The 2016 peer group consisted of the following companies:

The median annual revenue of the peer group was approximately $20 billion (compared to Xerox annual revenue of $18 billion), when the Xerox Compensation Committee last reviewed the peer group data in July 2016. The 25^th percentile for the peer group revenue data was $12 billion and the 75^th percentile was $39 billion.

Given the differences between the expected revenues of Conduent and Xerox, as well as other relevant factors that impact executive compensation, on March 6, 2017, the Compensation Committee reviewed the composition of the peer group and approved a new peer group appropriate for Conduent going forward, consisting of the following Companies:

Performance Objectives

In 2016, the Xerox CEO set performance objectives for Mr. Vemuri and Mr. Zapfel that aligned with the objectives approved by the Xerox Compensation Committee for the Xerox CEO. In 2016, Mr. Zapfel set performance objectives for our other named executive officers. The objectives for these named executive officers generally align with the objectives of Mr. Vemuri and Mr. Zapfel, as set forth below. In addition to the BPO Business, Mr. Zapfel and Ms. Watts’ performance objectives include objectives related to Xerox Large Enterprise Operations (“LEO”), which includes Xerox’s Document Outsourcing business, and will not be part of the BPO Business, and their compensation was determined based on their contributions to both the BPO Business and the LEO business.

Consistent with the Xerox CEO’s 2016 performance objectives and the overall design of the Xerox compensation program, the Xerox CEO set the following performance objectives for Mr. Vemuri and Mr. Zapfel:

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Our named executive officers generally earn short- and long-term incentive compensation based on achievement of pre-established objective performance goals. Base salary increases and short-term incentive target award opportunities are determined individually for each named executive officer by taking into consideration peer group data (for Mr. Vemuri and Mr. Zapfel), survey data and internal comparisons to ensure that pay is competitive and consistent with Xerox’s succession planning objectives and that differences in pay among the officers are appropriate. Our long-term incentive payouts are determined for our named executive officers as a team based on achievement of pre-established objective performance goals. Incentive award payouts are determined generally based on Xerox’s overall quantitative financial performance.

*Adjusted EBITDA Adjusted EBITDA represents Income (loss) before Income Taxes adjusted for depreciation and amortization, restructuring and related costs, separation costs, unusual one-time items that are approved by the Compensation Committee, related party interest, and other expenses, net of the Health Enterprise Charge. Further definition can be found in public financial disclosures for Conduent, Inc.

2016 COMPENSATION FOR THE NAMED EXECUTIVE OFFICERS

Overview

As shown in the chart below, the Xerox Corporation Committee followed a thorough and multi-faceted process to establish compensation for Mr. Vemuri and Mr. Zapfel in 2016.

For our named executive officers other than Mr. Vemuri and Mr. Zapfel, the Xerox CEO followed the following process:

After receiving input from Mr. Zapfel, the Xerox CEO made her own assessments and formulated compensation amounts for each of our named executive officers other than Mr. Vemuri and Mr. Zapfel, ensuring that the total compensation for each is appropriate and competitive. The Xerox CEO expects a high level of individual and collaborative performance and contributions, consistent with our named executive officers’ level of responsibility, and seeks to appropriately motivate our named executive officers to achieve a high level of performance when setting compensation.

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To assist in establishing compensation for Mr. Vemuri and Mr. Zapfel, the Xerox Compensation Committee also reviewed Mr. Vemuri’s and Mr. Zapfel’s compensation under various termination scenarios as provided in the Potential Payments upon Termination or Change in Control table, but this was not a material driver of compensation decisions.

2016 Total Target Compensation

Total target compensation includes base salary, target annual short-term cash incentive and target annual long-term equity incentive awards, which includes the July 1, 2016 E-LTIP performance share grants and excludes any special RSU awards and separation incentive awards. For purposes of market comparisons, total target compensation within the range of plus or minus 20% of the peer group median (for Mr. Vemuri and Mr. Zapfel) or plus or minus 20% for the survey median (for our other named executive officers) typically is considered as a competitive reference point.

The 2016 total target compensation which includes annual base salary, target and actual short-term incentive compensation as a percentage of base salary and target long-term incentive compensation can be found under the heading “Executive Summary - Total Compensation.” More complete compensation information appears in the “Summary Compensation Table” on page 51.

Fixed versus Variable Pay

Under our compensation program, target long-term incentive compensation and target short-term incentive compensation comprise a majority of total target compensation. Our named executive officers have a larger percentage of total target compensation that is at risk than is fixed.

Base Salary

Base salary is the fixed pay element of our compensation program. The Xerox Compensation Committee (for Mr. Vemuri and Mr. Zapfel) and the Xerox CEO (for our named executive officers other than Mr. Vemuri and Mr. Zapfel) reviewed and approved base salaries annually, typically in February. They also reviewed our named executive officer salaries when there was a specific event, such as a new hire, promotion or achievement of an extraordinary level of performance. In connection with his promotion to Corporate Officer of Xerox, effective October 1, 2016, and Senior Vice President and Chief Financial Officer of Conduent, effective upon the completion of the Spin-Off, Mr. Webb-Walsh’s base salary was increased from $295,000 to $450,000, effective October 1, 2016. Mr. Warren’s and Ms. Harvey’s base salaries were increased from $450,000 to $495,000 and from $525,000 to $536,000, respectively, effective April 1, 2016, in connection with their annual merit review, as a result of exceptional individual contributions to the Company. The base salaries for our other named executive officers for 2016 were unchanged from 2015.

Short-Term Incentives

The Xerox Annual Performance Incentive Plan (“APIP”) provides for short-term incentive awards paid in the form of cash for our named executive officers and other eligible employees. For 2016, the Xerox Compensation Committee determined the target short-term incentive award opportunity under the APIP for Mr. Vemuri and Mr. Zapfel, stated as a percentage of base salary. The Xerox CEO determined the target short-term incentive award opportunity under the APIP for our other named executive officers. Following the Spin-Off, we are responsible for annual bonus payments for our employees (including Mr. Vemuri, Mr. Webb-Walsh, Ms. Harvey and Ms. Watts) and Xerox will reimburse us for the full amount of any such bonuses in respect of the fiscal year 2016. Likewise, Xerox will be responsible for annual bonus payments for Xerox employees (including Mr. Warren and Mr. Zapfel), and we will reimburse Xerox for the full amount of any such annual bonuses.

For tax reasons related to the deductibility of certain executive compensation, the short-term incentive award for Zapfel was funded by a Short-Term Incentive Pool, which is an umbrella plan established by the Xerox Compensation Committee under the shareholder-approved Xerox Corporation 2004 Performance Incentive Plan, as amended and restated (see “Certain Tax Implications of Executive Compensation”). Mr. Zapfel was allocated a specified portion of the Short-Term Incentive Pool, assuming Xerox attained certain pre-established performance goals. The APIP award for Mr. Zapfel may be less than, but will never exceed, that allocation.

In 2016, the Short-Term Incentive Pool was funded by 2% of Xerox’s “performance profit” achieved during the year. For this purpose, performance profit is income from continuing operations before income taxes, equity

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income and discontinued operations, excluding restructuring charges, non-cash asset write-offs or impairment losses and amortization of intangibles as identified in Xerox’s audited consolidated financial statements.

The following chart shows Xerox’s process for setting short-term incentive awards for Mr. Vemuri and Mr. Zapfel and for the Xerox Corporate performance goals that comprise 25% of each of the short-term incentive awards for our other named executive officers. This process typically takes place in the first quarter of the year.

The following chart shows Xerox’s process for setting short-term incentive awards for our named executive officers other than Mr. Vemuri and Mr. Zapfel.

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Annual short-term incentives, if earned based on the previous fiscal year’s performance, generally are paid in early April.

Short-Term Incentive Performance Measures

Because Xerox believes its adjusted EPS, operating cash flow and constant currency revenue growth are the three fundamental financial metrics that drive shareholder value, Xerox uses similar metrics and weightings for both its short- and long-term incentive programs for Mr. Zapfel and Mr. Vemuri and for the Xerox Corporate performance goals that comprise 25% of each of the short-term incentive awards for our other named executive officers. In addition, we included a separation performance measure, which was given greater weighting to emphasize the challenges, effort and focus required for a successful completion to the Spin-Off. The short-term plan contains specific financial metrics, but also permits the Xerox Compensation Committee and the Xerox CEO some limited discretion as described below.

The measures, weightings, goals and target and maximum payout ranges set by the Xerox Compensation Committee for the Xerox Corporate performance goals for 2016, representing 100% of Mr. Zapfel’s and Mr. Vemuri’s short-term incentive award and 25% of each of the short-term incentive awards for our other named executive officers (for which the weightings are: adjusted EPS - 5%; constant currency revenue growth - 5%; operating cash flow - 5% and separation performance measure - 10%), were as follows:

The measures, weightings, goals and target and maximum payout ranges set by the Xerox CEO for the Xerox Services performance goals for 2016, representing the remaining 75% of Mr. Webb-Walsh’s and Ms. Watts’ short-term incentive award for 2016, based on their respective business units, were as follows:

The measures, weightings, goals and target and maximum payout ranges set by the Xerox CEO for Xerox Services-Commercial performance goals for 2016, representing the remaining 75% of Mr. Warren’s short-term incentive award for 2016, based on his respective business unit, were as follows:

Xerox Services—Commercial Performance Measures

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Although Xerox considers historical performance when setting future performance goals, these goals were aligned with Xerox’s 2016 operating plan at the time they were established and designed to be challenging yet achievable.

The measures, weightings, goals and target and maximum payout ranges set by the Xerox CEO for Xerox Services-Healthcare performance goals for 2016, representing the remaining 75% of Ms. Harvey’s short-term incentive award for 2016, based on her respective business unit, were as follows:

Xerox Services – Healthcare Performance Measures

Although Xerox considers historical performance when setting future performance goals, these goals were aligned with Xerox’s 2016 operating plan at the time they were established and designed to be challenging yet achievable.

Short-Term Incentive Target Award Opportunity for the Individual Named Executive Officers

The annual short-term incentive target award opportunity for each of our named executive officers takes into account many factors, including scope of responsibility, past contributions, expected future contributions, internal pay equity and competitive executive compensation practices. In 2016, if Mr. Vemuri’s or Mr. Zapfel’s responsibilities had changed after February, when the terms of the short-term incentive awards were approved, the Xerox Compensation Committee was permitted to adjust the short-term incentive target award opportunity at that time, but the award could not exceed Mr. Vemuri’s or Mr. Zapfel’s allocation under the Short-Term Incentive Pool. In 2016, if the responsibilities of our other named executive officers had changed after the terms of awards are approved, the Xerox CEO could adjust the short-term incentive target award opportunity.

The 2016 annual short-term incentive target award opportunity for each of our named executive officers appears in the section entitled “Executive Summary—Total Compensation.”

Determining Short-Term Incentive Award Payouts

After the end of fiscal year 2016, the Xerox CFO confirmed the financial results and communicated the results to the Xerox Compensation Committee. Subject to the Conduent Compensation Committee’s review and approval, any material unusual or infrequent charges or gains may be excluded from the APIP short-term incentive calculations in order to obtain normalized operational results of the overall Xerox and Conduent businesses, but in no event would Mr. Zapfel’s or Mr. Vemuri’s award exceed his allocation under the Short-Term Incentive Pool. Subject to our CEO’s review and approval, any material unusual or infrequent charges or gains could be excluded from the short-term incentive calculations for our other named executive officers. On March 6, 2017, the Conduent Compensation Committee certified the results for the APIP based on the results approved by the Xerox Compensation Committee.

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Each performance measure was assessed and calculated independently. The weighted results of each measure were added together to determine overall performance results. Payouts were made proportionately for achievement at levels between the goals. Even if pre-established performance measures were achieved, the Conduent Compensation Committee retained discretion to determine a lesser short-term incentive than the calculated incentive payout, or no short-term incentive at all, as they deemed appropriate. The Conduent Compensation Committee also retained its discretion to increase or decrease an APIP award based on individual performance, provided that Mr. Vemuri’s and Mr. Zapfel’s award may never exceed his allocation of the Short-Term Incentive Pool. There is no required payout for business performance below threshold levels. The pre-established performance measures for Xerox Business Services were not achieved, and no payout was required. The Xerox Compensation Committee made a determination to increase the payout of the 25% attributable to its performance results for Mr. Vemuri, Mr. Webb-Walsh and Mr. Warren.

Under extraordinary circumstances, if the Xerox Compensation Committee (for Mr. Vemuri and Mr. Zapfel) or the Xerox CEO (for our other named executive officers), or following the Spin-Off, the Conduent Compensation Committee, believes an additional incentive is appropriate to reward and motivate executives, they have authority to provide a cash incentive award outside of the APIP and the Short-Term Incentive Pool that is separate and independent of the calculated incentive payout, but this has not been its practice.

2016 Performance for Short-Term Incentive Award Payouts

Performance results for 2016 against the Xerox Corporate performance measures, representing 100% of Mr. Vemuri’s, and Mr. Zapfel’s short-term incentive award and 25% of each of the short-term incentive awards for our other named executive officers, were as follows:

Xerox Corporate Performance Measures

In 2016, adjusted EPS excluded student loan litigation, separation and related items, and other significant charges outside the ordinary course of business.

Xerox management recommended to the Xerox Compensation Committee a payout factor that reflects performance results for all four measures. After reviewing the results, the Xerox Compensation Committee agreed with Xerox management’s recommendation of a 93% payout factor, which was determined in accordance with the process and the applicable goals and weightings described above. Following the Conduent Compensation Committee’s approval of the payout factor, the Conduent Compensation Committee certified achievement of the 2016 performance goals on March 6, 2017, based on the a 93% payout factor that was approved by the Xerox Compensation Committee.

Performance results for 2016 against the performance measures established for Mr. Webb-Walsh and Ms. Watts were as follows:

Xerox Services Performance Measures

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Though threshold goals were not achieved for the Xerox Services performance measures, the Conduent CEO recommended a 96% payout factor for Mr. Webb-Walsh based on individual performance and the achievement of Xerox Corporate performance goals at 93%.

Though threshold goals were not achieved for the Xerox Services performance measures, the Conduent CEO recommended a 40% payout factor for Ms. Watts, based on individual performance and the achievement of Xerox Corporate performance goals at 93%.

Performance results for 2016 against the performance measures established for Mr. Warren were as follows:

Xerox Services – Commercial Performance Measures

Though threshold goals were not achieved for the Xerox Services performance measures, the Xerox CEO recommended a 93% payout factor for Mr. Warren, based on individual performance and the achievement of Xerox Corporate performance goals at 93%.

Performance results for 2016 against the performance measures established for Ms. Harvey were as follows:

Xerox Services – Healthcare Performance Measures

After reviewing the results, the Conduent CEO recommended a 40% payout factor, which was determined in accordance with the process and the applicable goals and weightings described above. Though threshold goals were not achieved for the Xerox Services – Healthcare Performance Measures for Ms. Harvey, the Conduent CEO recommended a 40% payout factor for Ms. Harvey, based on individual performance and the achievement of Xerox Corporate performance goals at 93%.

The Conduent Compensation Committee and our CEO believe that the 2016 short-term incentive payments are consistent with its strategy of compensating named executive officers for achieving important business goals. In view of Xerox Corporate and Xerox Services 2016 results, the Conduent Compensation Committee and our CEO believe that the annual short-term incentive payments resulted in reasonable and appropriate performance-related incentive payments to our named executive officers. The annual incentives paid to our named executive officers in April 2017 for 2016 are shown in the “Summary Compensation Table.” Additional information about the short-term incentive opportunities is shown in the “Grants of Plan-Based Awards” table.

Long-Term Incentives

We provide long-term incentives to reward our named executive officers for sustained performance, as a retention incentive, and to align executives’ interests with the interests of our shareholders.

Executive Long-Term Incentive Program

Prior to the Spin-Off, E-LTIP awards were made according to the Xerox 2004 Performance Incentive Plan. Awards may be cash or equity-based, including performance shares and RSUs. Equity awards granted to our named executive officers generally have been in the form of performance shares, with the exception of special one-time awards granted from time to time in the form of RSUs subject to service-based vesting. Xerox has not granted stock options since 2004.

Through 2012, executives could earn performance shares under the E-LTIP based on Xerox’s actual achievement measured against both annual performance goals and three-year cumulative performance goals.

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Beginning with 2013, awards have been based solely on cumulative goals over a three-year performance period. The service period for these performance shares is three years from the date of grant. Earned performance shares vest three years from the date of grant, after the Xerox Compensation Committee certifies the results for the performance period. In January 2016, Xerox announced it would separate into two independent, publicly traded companies. Because of the difficulty in setting three-year performance goals that would appropriately take into account the announced separation, for 2016, the Xerox Compensation Committee made a determination to replace the three-year performance goal program with a transitional E-LTIP program in which 50% of the award will be based on achieving one-year performance goals and the remaining portion of the award will be based on service only. All performance shares will vest three years from the grant date.

RSUs are not tied to performance measures and vest all at once at the end of a requisite service period, which is normally three years from the date of grant.

Once vested, performance shares and RSUs are paid out in the form of shares of Xerox Common Stock. In connection with certain termination events, vesting occurs as follows:

On occasion, as an additional vehicle for retaining key employees, including Mr. Webb-Walsh, Mr. Warren, Ms. Harvey and Ms. Watts, the Xerox Compensation Committee has granted “retention” RSUs that are forfeited if the employee separates from Xerox prior to the vesting date (other than due to death). These RSUs vest all at once at the end of a requisite service period, which is typically three years.

Upon vesting of performance shares and RSUs, dividend equivalents are paid in cash on vested shares in an amount equal to the dividends the executive would have earned from owning the same amount of Xerox Common Stock (up to the target number of performance shares) throughout the vesting period.

Although equity awards generally are granted on a regular annual cycle, the Xerox Compensation Committee occasionally grants off-cycle equity awards for special purposes, such as new hire, promotion, retention, and recognition.

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Xerox Compensation Committee Actions Relating to E-LTIP Awards

E-LTIP awards are based on a review of operating results, each executive’s historical and expected future contributions, and both peer group and market data.

The Xerox CEO approved new E-LTIP grants for our named executive officers other than Mr. Vemuri and Mr. Zapfel.

The payout for achieving threshold performance goals is 50%, and the payout for achieving maximum performance goals is 200%, whereby payout at 200% would represent attainment of outstanding performance results. Payouts are made proportionately for achievement at levels between these goals. There is no payout if performance falls below each of the threshold goals established by the Xerox Compensation Committee.

During the first fiscal quarter of 2016, the Xerox Compensation Committee established performance goals and grant date values for the July 2016 E-LTIP awards. The performance period for these awards is January through December 2016, and the service period is July 2016 through June 2019. Earned shares for this award will vest on July 1, 2019. Based upon the Xerox Compensation Committee’s review of peer group total target compensation from the past four years and trends in long-term incentive compensation over time, the grant date value of the award for Mr. Zapfel was reduced by 11.7% to better align with his internal peers.

The target number of performance shares granted to our named executive officers in July 2016 was determined by dividing 50% of the previously approved grant date award value by the closing price of Xerox Common Stock on the grant effective date. Additionally, in connection with Ms. Watts’ hiring in November 2014 and in accordance with the terms of her offer letter, she received a one-time grant of retention RSUs on January 1, 2015 that will cliff vest on January 1, 2018.

Metrics for the 2016 Performance Cycle (2016 E-LTIP granted on July 1, 2016)

The measures, weightings, goals and target to maximum payout ranges set by the Xerox Compensation Committee for the 2016 E-LTIP performance cycle are as follows:

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These performance goals were aligned with Xerox’s 2016 financial model at the time the goals were established and are disclosed solely in the context of Xerox’s 2016 E-LTIP performance cycle. Target performance levels are challenging but achievable with a level of performance that is in line with Xerox’s Board-approved operating plan, whereas maximum performance levels represent stretch goals which can only be achieved with exceptional performance. These goals should not be used or relied upon as estimates of results or applied to other contexts.

Under the 2016 E-LTIP, actual Xerox results for the performance measures (adjusted EPS, revenue growth and adjusted operating cash flow) are adjusted for certain pre-established items, subject to thresholds, such as: amortization of acquisition-related intangibles; non-cash asset write-offs; litigation; restructuring; defined benefit pension and retiree health costs and discretionary pension fundings; effects of changes in tax laws and accounting principles; acquisitions and divestitures; losses from war, terrorism or natural disaster; settlements of tax audits; and other types of unusual items. Revenue Growth is also adjusted for the impact of changes in the translation of foreign currencies into U.S. dollars.

Additional information regarding the 2016 E-LTIP awards can be found in “Treatment of Outstanding Xerox Equity Compensation in the Spin-Off’ as well as the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table.

Performance and Payouts under Prior E-LTIP Awards

Performance results against the established performance measures for 2014 E-LTIP awards are:

Performance results against the established performance measures for 2015 E-LTIP awards are:

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Performance results against the established performance measures for 2016 E-LTIP awards are:

See the Outstanding Equity Awards table for additional information regarding shares earned.

Payouts under Prior E-LTIP Awards

The chart below reflects historical payouts for performance shares based on achievement against performance measures and the actual stock price on the vesting date:

Separation Incentive Award Program

In light of the challenges of the announced separation, the Xerox Compensation Committee felt it was beneficial to Xerox, Conduent and their shareholders to provide a special separation incentive award program for select executives key to the success of the separation. Under this program, the Xerox Compensation Committee approved separation incentive awards for Mr. Webb-Walsh, Mr. Warren, Ms. Harvey and Ms. Watts. Mr. Webb-Walsh received a $100,000 cash award to be paid on the one-year anniversary of the separation. Mr. Warren, Ms. Harvey and Ms. Watts each received a $300,000 cash award to be paid on the one-year anniversary of the separation. These awards will be paid if they remain an employee of Conduent or, in the case of Mr. Warren, Xerox, on the payment date or if their employment is terminated not for cause or upon death.

NAMED EXECUTIVE OFFICERS WITH UNIQUE COMPENSATION ARRANGEMENTS

Ashok Vemuri

In June 2016, Mr. Vemuri and Xerox entered into a letter agreement which provided that Mr. Vemuri would become chief executive officer of Xerox Business Services LLC effective July 1, 2016 and Chief Executive Officer of Conduent following the Spin-Off. Under the terms of his new hire offer letter, Mr. Vemuri received an annual base salary of $1,000,000, an annual target incentive opportunity of 150% of annual base salary and a 2016 E-LTIP target award of $2,500,000. Under the terms of the letter agreement, Mr. Vemuri also received a $500,000 cash sign-on bonus payable within 15 days following his start date (which was later increased by $1,250,000, as described below) and a 2017 E-LTIP award target value of $5,000,000.

If, prior to the first anniversary of Mr. Vemuri’s start date, he voluntarily terminates employment for “Good Reason” (as defined in the offer letter) or is terminated by Xerox or Conduent other than for “Cause” (as defined in his equity award agreement), then he will be entitled to salary continuation paid over 12 months equal to his annual base salary. If he incurs such a termination after the first anniversary of his start date, he will be entitled to severance equal to six months’ salary or, if greater, the amount he is entitled to under the applicable Conduent severance policy at such time.

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In connection with the offer letter, Mr. Vemuri has agreed to be bound by non-competition and non-solicitation restrictive covenants during the period of his employment and for 12 months following termination of employment. All compensation under the offer letter is subject to Xerox’s standard clawback provisions (including detrimental activity). The offer letter also provided that Mr. Vemuri would be party to Xerox’s customary form of change in control severance agreement. On December 12, 2016, Mr. Vemuri’s change in control severance agreement was amended to increase the change in control trigger from 20% to 50% of the combined voting power of the company’s then outstanding shares, to be consistent with the provisions of the change in control severance agreements of his Conduent senior leadership team. In consideration for this change, the Xerox Compensation Committee increased his cash sign-on award as described above by an additional $1,250,000, which was paid in December 2016.

Brian Webb-Walsh

In September 2016, Mr. Webb-Walsh entered into a letter agreement with Xerox to provide that he would become Corporate Officer of Xerox, effective October 1, 2016, and Senior Vice President and Chief Financial Officer of Conduent, effective upon the completion of the Spin-Off. Under the terms of his agreement, Mr. Webb-Walsh received an annual base salary of $450,000 and an annual target incentive opportunity of 75%. In addition, Mr. Webb-Walsh received a special one-time Xerox restricted stock unit award grant with a grant date value $250,000 on October 1, 2016.

Robert Zapfel

As part of Mr. Zapfel’s new hire package in connection with his appointment as Corporate Executive Vice President, Xerox; President, Xerox Services in April 2014, if Mr. Zapfel’s employment had been terminated by Xerox for any reason (other than for cause) during the first two years of employment, he would have received the equivalent of his annual base salary paid out over 12 months, subject to signing a release of claims and an agreement not to engage in detrimental activity. This special severance arrangement was scheduled to terminate on Mr. Zapfel’s second anniversary of employment with Xerox (April 1, 2016); however, on March 25, 2016, the Xerox Compensation Committee extended the special severance arrangement until April 1, 2017. Mr. Zapfel terminated employment with Xerox effective December 31, 2016. Mr. Zapfel has instituted litigation against Xerox regarding the amount of compensation due him as a result of his termination.

Susan Watts

Ms. Watts’ 2015 compensation was approved as part of her new hire package in November 2014. In order to replace certain equity and annual incentive compensation Ms. Watts would have received from her prior employer, her new hire compensation package included a cash sign-on award of $200,000 and a one-time grant of retention RSUs granted on January 1, 2015 with a value of $400,000 as of such date. The cash sign-on award was paid on April 30, 2015. Additionally, in accordance with the terms of her offer letter, Ms. Watts received a guaranteed payout of 50% of her short-term incentive target under the APIP for 2015 and was also party to a special severance arrangement whereby she would have received 12 months of her then current annual base salary in the event she had been terminated by Xerox for any reason other than cause during her first 12 months of employment, subject to signing a release of claims and agreement not to engage in detrimental activity.

PENSION AND SAVINGS PLANS

Pension Plans

Mr. Webb-Walsh and Mr. Warren, are eligible to receive Xerox pension benefits under the Xerox Corporation Retirement Income Guarantee Plan (“RIGP”) and Mr. Webb-Walsh and Mr. Warren are eligible to receive Xerox pension benefits under the Xerox Corporation Unfunded Retirement Income Guarantee Plan (“Unfunded RIGP”). These plans were frozen effective December 31, 2012; no benefits have been (or will be) accrued following that date. For information regarding the actuarial present value of the accumulated pension benefits for Mr. Webb-Walsh and Mr. Warren, see the “Pension Benefits for the 2016 Fiscal Year” table. Following the Spin-Off, we have not and do not intend to offer any defined benefit pension benefits to our employees, including our named executive officers.

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U.S. Qualified Pension Plan

Retirement Income Guarantee Plan (frozen effective 12/31/12)

Mr. Webb-Walsh, Mr. Warren, Ms. Harvey and Ms. Watts participate in the tax-qualified pension plan on the same terms as the rest of Xerox’s salaried employees. All participants, including Mr. Webb-Walsh, Mr. Warren, Ms. Harvey and Ms. Watts, are vested in their benefits under RIGP. Early retirement benefits under RIGP are available for employees who leave Xerox at age 55 or older and have at least ten years of service. Mr. Webb-Walsh, Mr. Warren, Ms. Harvey and Ms. Watts are not eligible for early retirement. For those employees who retire early, the normal retirement benefits are reduced by 5% for each year that the payment commences prior to age 65 (or age 62 with at least 30 years of service). Participants can elect to receive RIGP payments as a lump sum or as an annuity. RIGP benefits are subject to IRS limits on the compensation that can be taken into account in a tax-qualified plan.

U.S. Non-Qualified Pension Plans

Unfunded Retirement Income Guarantee Plan (frozen effective 12/31/12)

Because the U.S. Internal Revenue Code limits the pension benefits (based on annual compensation) that can be accrued under a tax- qualified pension plan, Xerox established a non-tax qualified pension plan to provide executives, including Mr. Webb-Walsh and Mr. Warren, with retirement benefits on their compensation above these limits. Other than not applying a limit on compensation, Unfunded RIGP benefits generally are determined under the same terms as the RIGP benefit, but Unfunded RIGP is payable only as an annuity.

Savings Plans

Xerox Corporation Savings Plan (401(k) Savings Plan)

In 2016, Mr. Webb-Walsh, Mr. Warren, Ms. Harvey and Mr. Zapfel were eligible to participate in the 401(k) Savings Plan in the same manner as all other U.S. employees covered by the plan. These named executive officers were eligible for a 100% match on 3% of eligible pay saved on a before-tax basis, subject to IRS-qualified plan compensation limits and highly compensated threshold limits. They may not receive 401(k) Savings Plan benefits in excess of these limits. Mr. Webb-Walsh, Mr. Warren and Mr. Zapfel elected to save in the 401(k) Savings Plan in 2016.

Xerox Corporation Supplemental Savings Plan

When future accruals under RIGP and Unfunded RIGP were frozen, Xerox introduced a non-qualified supplemental savings plan for eligible U.S. employees, effective January 1, 2013. In 2016, Mr. Zapfel, Mr. Webb-Walsh and Mr. Warren were eligible to participate and elected to save in the Xerox Supplemental Savings Plan. Under this plan, participants may defer 3% of eligible compensation in excess of the IRS limit. The supplemental savings plan provides a match equal to the amount deferred.

Xerox Services Savings Plans (401(k) Savings Plan)

Mr. Vemuri, Ms. Harvey and Ms. Watts are eligible to participate in the Xerox Services Savings Plan in the same manner as all U.S. Xerox Services employees. After one year of service, participants are eligible for a 100% match on 3% of eligible pay saved on a before-tax basis, subject to IRS-qualified plan compensation limits and highly compensated threshold limits and may not receive 401(k) benefits in excess of these limits. Ms. Harvey and Ms. Watts elected to save in the Xerox Services Savings Plan in 2016 and received a company matching contribution. Mr. Vemuri did not participate in the Xerox Services Savings Plan in 2016.

Xerox Services Supplemental Savings Plan

In 2016, under the Xerox Services Supplemental Savings Plan, “highly compensated employees” including Ms. Harvey, were eligible to defer up to 85% of their base salary, bonus and commissions. Xerox Services may make discretionary employer contributions for plan participants, as approved by the Senior Vice President, Chief Human Resources Officer. In 2016, Ms. Harvey elected to save in the Xerox Services Supplemental Savings Plan. Ms. Watts did not participate in the Xerox Services Supplemental Savings Plan in 2016. Mr. Vemuri was not eligible to participate in the Xerox Services Supplemental Savings Plan in 2016 since he commenced employment after the enrollment deadline.

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PERQUISITES AND PERSONAL BENEFITS

General Benefits

We generally maintain medical and dental coverage, life insurance, accidental death insurance and disability benefits programs or plans for all of our employees, as well as customary vacation, leave of absence and other similar policies. Our named executive officers are all eligible to participate in these programs and plans on the same basis as all other salaried employees, except as otherwise disclosed.

Life Insurance

Xerox provides the Xerox Universal Life Plan to eligible U.S. executives, including Mr. Zapfel and Mr. Warren. Executives who were not in the previous life insurance plan, including Mr. Zapfel, Mr. Warren, and Mr. Webb-Walsh, receive a benefit equal to three times base salary. U.S. executives are the sole owners of their policies and are responsible for any taxes due as a result of Xerox contributions.

Perquisites

Xerox periodically reviewed, and, following the Spin-Off, we will continue to review, the perquisites that named executive officers receive. The Compensation Committee believes its policies regarding perquisites are conservative compared to other companies. Xerox and Conduent do not pay tax gross-ups in connection with perquisites.

In 2016, all named executive officers receive financial planning assistance paid by Xerox. Solid financial planning by experts reduces the amount of time and attention that named executive officers devote to their finances and maximizes the value of their compensation. The named executives were allowed personal use of Xerox aircraft on a very limited basis, subject to approval of the Xerox CEO or Xerox CFO.

The total costs to Xerox for providing perquisites and personal benefits to the named executive officers during 2016 are shown in the “Summary Compensation Table.”

CHANGE-IN-CONTROL BENEFITS

All of our named executive officers have change-in-control severance agreements. The Company considers these agreements to be in the best interests of our shareholders because they foster the continuous employment and dedication of key management personnel without potential distraction or personal concern if we were to be acquired by another company. These agreements create appropriate incentives for the named executive officers to facilitate a smooth transition in the best interests of the Company and shareholders by continuing to perform in their roles pending a potential change in control. Prior to the Spin-off, the Xerox Compensation Committee periodically reviewed change-in-control severance payment amounts of our named executive officers against benchmark data to ensure that amounts are consistent with market practices.

The change-in-control severance agreements with our named executive officers provide:

Severance payments following a change in control are not conditioned on non-compete or non-solicitation obligations or other negative covenants.

Other change-in-control benefit plan provisions include:

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Conduent does not provide excise tax reimbursement on severance payments.

Additional information and the amount of the estimated payments and benefits payable to the named executive officers assuming a change in control of Conduent and a qualifying termination of employment is presented in the “Potential Payments Upon Termination or Change in Control” table.

EMPLOYMENT AND SEPARATION

Named executive officers serve at the will of the Board. This enables the Board to remove a named executive officer whenever it is in the best interests of Conduent, with full discretion of the Compensation Committee to decide on an appropriate severance package (except for benefits that have vested or in the case of a change in control). When a named executive officer is removed from his or her position, the Compensation Committee exercises its business judgment in considering whether to approve a severance arrangement in light of all relevant circumstances, including how long the officer was with the Company, past accomplishments and the reasons for separation. If the Compensation Committee does not approve a special severance arrangement for a named executive officer whose employment has been terminated, that officer will be covered under the Company’s U.S. severance policy, as applicable.

In 2016, the Xerox severance policy in the United States generally provided severance for management-level salaried employees of Xerox, including Mr. Zapfel, who separated from Xerox involuntarily, only if the individual signed a release of claims against Xerox. For separations due to a reduction in force, the amount of severance provided by the policy was the greater of 26 weeks of base pay or the number of weeks of base pay identified in the severance schedule based on years of service. This amount is paid out over the severance period, with continued benefits (excluding disability, 401(k) and supplemental savings contributions). For Mr. Zapfel, for involuntary separations other than a reduction in force or for cause, severance payments generally would be equal to three months of base pay, paid as a lump sum. Named executive officer separation agreements include a covenant not to engage in activity that is detrimental to Xerox. As described in the section entitled “Named Executive Officers with Unique Compensation Arrangements,” Mr. Zapfel was eligible to receive enhanced severance under a special severance arrangement when he terminated employment with Xerox on December 31, 2016.

Mr. Vemuri, Mr. Webb-Walsh, Mr. Warren, Ms. Harvey and Ms. Watts are entitled to the same severance benefits as other Conduent senior-level salaried employees in the United States. For separations due to a reduction in force, the amount of severance provided by the policy is a maximum of 26 weeks of base pay, paid out over the severance period, with continued full benefits (excluding disability, 401(k) and supplemental savings contributions), only if the individual signs a release of claims against Conduent. Ms. Harvey would be entitled to the Xerox severance benefits described above in the event she is involuntarily separated by a reduction in force or otherwise, instead of the Xerox Services severance benefits, if Xerox were to enforce her non-compete and non-solicitation agreement. As described in the section entitled “Named Executive Officers with Unique Compensation Arrangements,” Mr. Vemuri is eligible to receive enhanced severance under a special severance arrangement pursuant to his offer letter. For further information, see the “Potential Payments Upon Termination or Change in Control” table.

OTHER FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

Ownership Requirements

In 2016, Xerox required its executives (including our named executive officers) to build and maintain a meaningful level of stock ownership by owning equity equal (including both shares and equity awards as described below) in value to three times base salary for Mr. Zapfel and two times base salary for our other named executive officers. To that end, under the policy, E-LTIP awards were subject to a mandatory holding requirement. Named executive officers were required to retain at least 50% of the shares acquired through the vesting of their E-LTIP awards, net of taxes, until they achieve their required level of ownership. Once achieved, named executive officers were required to continue to hold that amount of stock as long as they

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remain with Xerox and they remain subject to a holding requirement following separation from employment (including retirement) for three months. The holding requirement following separation from employment essentially restricted our named executive officers from selling these shares prior to one earnings announcement. For six months following separation, our named executive officers were only allowed to sell shares during a “window period”, which were generally 15 business day periods that began on the third business day following the date of each quarterly earnings announcement. The Xerox CEO had the authority to permit discretionary hardship exceptions from the ownership and holding requirements to enable participants with financial need to access their vested shares, but no such exceptions have ever been requested.

Shares that count towards ownership requirements include shares owned outright (whether or not held in street name), earned performance shares and outstanding RSUs. Unearned performance shares and vested (but unexercised) stock options do not count towards ownership requirements.

Following the Spin-Off, our Board approved a new stock ownership policy for our employees, including our named executive officers, in order to ensure they build and maintain a meaningful level of stock ownership. The new stock ownership guidelines are as follows.

With respect to accounting of unvested equity awards, the following types of awards will count toward the guidelines described above: common stock held outright, stock in 401(K), ESPP, or DCP, and unvested RSUs. The following types of unvested equity awards will not count toward the stock ownership guidelines: unexercised stock options, unearned performance awards, and cash settled units.

Trading, Hedging and Pledging

Our named executive officers are prohibited from engaging in short-swing trading and trading in puts and calls with respect to our Common Stock. In addition, our named executive officers are prohibited from using any strategies or products to hedge against potential changes in the value of our Common Stock.

Under our insider trading policy, our named executive officers may purchase or sell Conduent securities only during “window” periods, which are generally 10 business day periods that begin on the second business day following the date of each quarterly earnings announcement. The only exception to this restriction is for our named executive officers who have entered into trading plans pursuant to SEC Rule 10b5-1.

As a result, our named executive officers are effectively precluded from pledging our Common Stock as collateral, including holding our Common Stock in a margin account, since their stock can only be sold during “window” periods and trading plans pursuant to SEC Rule 10b5-1, and therefore is not available to be sold at any time.

Compensation Recovery Policy (Clawbacks)

Mr. Zapfel’s separation agreement (described above) includes a provision that rescinds severance payments if an executive engages in activity that is detrimental to Xerox. In addition, clawback arrangements may be included in letter agreements with executives, as disclosed above for Mr. Vemuri in the “Named Executive Officers with Unique Compensation Arrangements” section of the CD&A. In addition, the following plans provide for compensation recovery.

Under the Conduent Performance Incentive Plan, if the Compensation Committee deems a named executive officer to have engaged in activity that is detrimental to Conduent, it may cancel any awards granted to that individual. In addition, if such a determination is made before any change in control of Conduent, the

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Compensation Committee may rescind any payment or delivery of any equity and annual cash incentive award that occurred from six months before the detrimental activity. For this purpose, detrimental activity may include a violation of a non-compete agreement with Conduent, disclosing confidential information (except for reporting and other communications protected by “whistleblower” provisions of the Dodd- Frank Wall Street Reform and Consumer Protection Act), soliciting an employee to terminate employment with Conduent, or soliciting a customer to reduce its level of business with Conduent. If a payment or award is rescinded, the named executive officer will be expected to pay Conduent the amount of any gain realized or payment received in a manner the Compensation Committee or its delegate requires.

Conduent’s stock award agreements include a clawback provision that applies if an accounting restatement is required to correct any material non-compliance with financial reporting requirements. Under this provision, Conduent can recover, for the three prior years, any excess incentive-based compensation (the excess over what would have been paid under the accounting restatement) from executive officers or former executive officers. For Mr. Zapfel, clawback provisions also apply to awards under the Short-Term Incentive Pool.

Under the Unfunded RIGP, an employee or former employee, including a named executive officer, or a surviving beneficiary of a participant, who, prior to a change in control of Xerox, engages in activity that is detrimental to Xerox, may not be eligible to receive benefits, as determined by the Plan Administrator. Under the Xerox Corporation Supplemental Savings Plan, if a participant, including a named executive officer, is found to have engaged in detrimental activity, the Plan Administrator may reduce or delete the matching contribution account balance and not pay such amounts to that individual.

Following the Spin-Off, we implemented a compensation recovery policy that is applicable to our named executive officers. If an accounting restatement is required to correct any material non-compliance with financial reporting requirements under relevant securities laws, Conduent may recover any excess incentive-based compensation from executive officers or former executive officers (in excess of what would have been paid under the accounting restatement), including entitlement to shares of common stock, that was based on such erroneous data and paid during the three-year period preceding the date on which Conduent is required to prepare the accounting restatement. Conduent may implement any policy or take any action with respect to the recovery of excess incentive-based compensation, including entitlement to shares of common stock that Conduent determines to be necessary or advisable in order to comply with the requirements of the Dodd-Frank Act.

CERTAIN TAX IMPLICATIONS OF EXECUTIVE COMPENSATION

Section 162(m) of the Internal Revenue Code limits to $1 million per year the federal income tax deduction available to public corporations for compensation paid for any fiscal year to the corporation’s CEO and certain other named executive officers at year end (but not the CFO) included in the “Summary Compensation Table” in the corporation’s proxy statement. This limitation does not apply to qualifying “performance-based compensation.”

The Conduent Performance Incentive Plan permits the Compensation Committee to grant awards that are intended to satisfy the requirements for deductibility of compensation under Section 162(m).

While Conduent may seek to have compensation paid to its top officers qualify as tax deductible under Section 162(m), the Compensation Committee also retains the flexibility to make awards it believes are consistent with the objectives of its compensation programs, as discussed in this CD&A, even if the award may not be deductible by Conduent under Section 162(m). Any short-term incentive that the Compensation Committee believes would not qualify under Section 162(m) will be paid outside of the Conduent Performance Incentive Plan. Section 162(m) also imposes a number of requirements that must be met for awards to qualify for deduction under the Internal Revenue Code. Accordingly, there can be no assurance that performance-based awards will be fully deductible under all circumstances. Following the Spin-Off, the Compensation Committee considered the implications of Section 162(m) when designing and implementing its compensation programs, but maintains flexibility to design programs that it believes are in the best interests of Conduent and its stockholders and consistent with the objectives of our executive compensation programs, including the flexibility to authorize payments that might not be deductible.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with Conduent management. Based upon its review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and be included in the Proxy Statement for the 2017 Annual Meeting of Shareholders.

Joie A. Gregor, Chair

Paul Galant

Courtney Mather

SUMMARY COMPENSATION TABLE

The Summary Compensation Table below provides compensation information for our principal executive officer, our principal financial officer and the next three most highly compensated executive officers who served during the fiscal year ended December 31, 2016 (collectively referred to as named executive officers). The table includes the dollar value of base salary earned, bonus, stock awards, option awards, non-equity incentive plan compensation earned, change in pension value and above-market non-qualified deferred compensation (“NQDC”) earnings, if any, and all other compensation, whether paid or deferred. Unless otherwise stated, the compensation tables included in this section reflect amounts paid or payable or awards granted to our named executive officers by Xerox under Xerox’s compensation plans and programs during 2016.

For a summary of the Xerox Compensation Committee’s or Xerox CEO’s decisions on the compensation awarded to our named executive officers for 2016, please refer to the “Compensation Discussion and Analysis.”

Compensation reported in this table is in U.S. dollars and rounded to the nearest dollar.

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Three-year performance share awards under the 2016 E-LTIP were granted on July 1, 2016 as follows: Mr. Vemuri - $1,250,000; Mr. Webb-Walsh - $125,000; Mr. Warren - $400,000; Ms. Harvey - $300,000; Ms. Watts - $375,000 and Mr. Zapfel - $1,500,000. The grant date fair value of these awards if paid at maximum performance is as follows: Mr. Vemuri - $2,500,000; Mr. Webb-Walsh - $250,000; Mr. Warren - $800,000; Ms. Harvey - $600,000; Ms. Watts - $750,000 and Mr. Zapfel - $300,000. Three-year service-based RSU awards under the 2016 E-LTIP were granted on July 1, 2016 as follows: Mr. Vemuri - $1,250,000; Mr. Webb-Walsh - $125,000; Mr. Warren - $400,000; Ms. Harvey - $300,000; Ms. Watts - $375,000 and Mr. Zapfel - $1,500,000. Also included in this column is the grant date fair value of (i) a sign-on RSU award of $250,00 granted on October 1, 2016 to Mr. Webb-Walsh in connection with his promotion to Senior Vice President and Chief Financial Officer and (ii) the grant date fair value of RSU awards granted to Mr. Warren ($691,000), Ms. Harvey ($797,000) and Ms. Watts ($320,000) on January 1, 2016 in order to incentivize retention of our key executive talent. For more information about these awards, see the “Long-Term Incentives” section of the CD&A.

Mr. Zapfel, Mr. Webb-Walsh and Mr. Warren participated in the Xerox Supplemental Savings Plan and Ms. Watts and Ms. Harvey participated in the Xerox Services Supplemental Savings Plan in 2016. No above-market earnings are credited under either plan.

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