On December 29, 2016, in anticipation of the Spin-Off, Douglas H. Marshall tendered his resignation as a member of the board of directors of Conduent Inc., effective concurrently with the consummation of the Spin-Off at 11:59 p.m. New York City time on December 31, 2016. On December 29, 2016, Xerox, the sole shareholder of the Company, 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, effective at 11:59 p.m. on December 31, 2016. Mr. Parrett will serve as Chairman of the Board.