Table of Contents
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FIRST PAGE
NOTICE OF 2017 ANNUAL MEETING OF SHAREHOLDERS
TABLE OF CONTENTS
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
The Annual Meeting
What is the purpose of the Annual Meeting?
Who is entitled to vote?
How do I vote?
How does the Board recommend that I vote?
How can I attend the Annual Meeting?
How many shares are required to be present to hold the Annual Meeting?
How many votes are required to approve each proposal?
What is a broker non-vote and how will it affect the voting?
May I change my vote?
Who will count the vote? Is my vote confidential?
How are proxies solicited?
Why did I receive a notice in the mail regarding Internet availability of proxy materials instead of a full set of printed proxy materials?
How can I electronically access the proxy materials?
What are the deadlines and requirements for shareholder submission of proposals, director nominations and other business for the 2018 Annual Meeting?
How can I contact the Board?
What if multiple shareholders have the same address?
How may I get additional copies of the Annual Report and Proxy Statement?
Is there a list of shareholders entitled to vote at the Annual Meeting?
PROPOSAL 1 - ELECTION OF DIRECTORS
Biographies
Corporate Governance
The Spin-Off
Director Nomination Process
Board Leadership Structure
Risk Oversight
Director Independence
Certain Relationships and Related Person Transactions
BOARD OF DIRECTORS AND BOARD COMMITTEES
Committee Functions, Membership and Meetings
Board and Committee Meetings; Annual Meeting Attendance
Summary of Annual Director Compensation
SECURITIES OWNERSHIP
Ownership of Company Securities
Section 16(a) Beneficial Ownership Reporting Compliance
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Committee Report
Summary Compensation Table
Grants of Plan-Based Awards in 2016
Outstanding Equity Awards at 2016 Fiscal Year-End
Pension Benefits for the 2016 Fiscal Year
Non-Qualified Deferred Compensation for the 2016 Fiscal Year
Potential Payments upon Termination or Change in Control
Equity Compensation Plan Information
OTHER INFORMATION
Indemnification Actions
Directors and Officers Liability Insurance and Indemnity
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Principal Auditor Fees and Services
Audit Committee Report
PROPOSAL 3 - PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE 2016 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
PROPOSAL 4 - PROPOSAL TO SELECT, ON AN ADVISORY BASIS, THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
PROPOSAL 5 - APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE CONDUENT PIP FOR PURPOSES OF SECTION 162(M) OF THE CODE
APPENDIX A - PERFORMANCE INCENTIVE PLAN
FINAL PAGE