* 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
+ 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
+ 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
+ Is there a list of shareholders entitled to vote at the
* PROPOSAL 1 - ELECTION OF DIRECTORS
+ 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
* 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