The Court authorized that the Notice be sent to you because you or someone in your family or an investment account for which you serve as a custodian may have purchased or otherwise acquired Conduent common stock on the open market on a United States stock exchange from February 21, 2018 through November 6, 2018, both dates inclusive, and may be a Class Member.  Receipt of the Notice does not mean that you are a member of the Class or that you are entitled to receive a payment.  If you wish to be eligible for a payment, you are required to submit the Claim Form that is distributed with the Notice.  See Question 8 below.

The purpose of the Notice is to inform you of the existence of this class action, how you might be affected by it, and how to exclude yourself from the Class, if you wish to do so.  The Notice is also being sent to inform you of the terms of the Settlement, and of a hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement, the Plan of Allocation, and Co-Class Counsel’s Fee and Expense Application.

The Court in charge of the Action is the United States District Court for the District of New Jersey, and the case is known as In re Conduent Inc. Securities Litigation, No. 2:19‑cv‑08237-SDW-AME.  The Action is assigned to the Honorable Susan D. Wigenton, U.S.D.J., and the Honorable André M. Espinosa, U.S.M.J.  The Notice is not an expression of any opinion by the Court concerning the merits of any claim in the Action, and the Court still has to decide whether to approve the Settlement.  The Court has decided to approve the Settlement. Payments will be made after any appeals are resolved and after the completion of all claims processing.

In 2016, Conduent was spun-off from Xerox Corporation and became a publicly traded company specializing in providing its clients with business services with expertise in transaction-intensive processing, analytics, and automation.

On September 13, 2019, Lead Plaintiffs filed a Consolidated Class Action Complaint (the “Complaint”) asserting claims against all Defendants under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act.  Among other things, the Complaint alleges that Defendants made materially false and misleading statements and omissions concerning: (i) the status and condition of the Company’s legacy Information Technology (“IT”) systems and infrastructure; and (ii) whether Conduent’s IT infrastructure had been inventoried, or mapped, prior to, and then, during the Class Period, which was a necessary step before the Company could consolidate and migrate its data centers.  The Complaint further alleges that the price of Conduent publicly traded common stock was artificially inflated as a result of Defendants’ allegedly false and misleading statements and omissions, and declined when the alleged truth was revealed at the end of the Class Period.

Defendants filed and served their motion to dismiss the Complaint on November 12, 2019.  On December 23, 2019, Lead Plaintiffs opposed the motion to dismiss and on January 13, 2020, Defendants filed and served their reply papers.  On June 5, 2020, the Court denied Defendants’ motion to dismiss.

Discovery in the Action commenced promptly after the Court denied Defendants’ motion to dismiss.  The Parties made Rule 26(f) disclosures and conducted written discovery in connection with document requests and interrogatories.  Lead Plaintiffs also issued third-party subpoenas.  Additionally, the Parties engaged experts who provided expert reports and testimony.

On December 7, 2020, Lead Plaintiffs filed their motion to certify the Action as a class action.  Defendants deposed representatives from OFPRS, PCRA and Local 103 in December 2020.  Lead Plaintiffs’ market efficiency expert also produced documents in response to a subpoena and was deposed by Defendants in December 2020.

On June 3, 2021, the Parties participated in a mediation with Michelle Yoshida of Phillips ADR.  In advance of the session, the Parties provided detailed mediation statements and exhibits to the mediator, which addressed issues of both liability and damages.  The session ended without a settlement and the Parties agreed to focus on certain discrete topics and to re-convene for a second day of mediation.  The second day of mediation also ended without any agreement being reached.

On February 28, 2022, the Court granted the class certification motion and certified a class consisting of all persons who purchased Conduent common stock on the open market on a United States stock exchange between February 21, 2018, and November 6, 2018, inclusive, and who were damaged thereby.  The Court appointed OFPRS, PCRA, and Local 103 as Class Representatives and Bernstein Liebhard LLP and Thornton Law Firm LLP as Co-Class Counsel.  On May 6, 2022, the Court approved the substitution of Labaton Sucharow LLP for Thornton Law Firm as Co-Class Counsel.

The deadline for substantial completion of all document discovery passed in March 2022.  Class Representatives and Defendants completed voluminous class and fact discovery, which was analyzed by the Parties.

On August 15, 2022, the Parties held a full-day in-person mediation with Robert A. Meyer of JAMS.  In advance of this session, the Parties provided detailed mediation statements and exhibits to the mediator, which addressed issues of both liability and damages and Conduent’s defenses to all claims.  Following additional extensive arm’s-length negotiations, as well as a second day of additional efforts by the mediator, the Parties reached an agreement in principle to settle the Action for $32,000,000, subject to the execution of a customary “long form” stipulation and agreement of settlement and related papers.  The Parties executed the Stipulation, which sets forth the terms and condition of the Settlement, on December 1, 2022.  On January 27, 2023, the Court preliminarily approved the Settlement, authorized the Notice to be disseminated to Class Members, and scheduled the Settlement Hearing to consider whether to grant final approval to the Settlement.

On May 24, 2023, the Court approved the Settlement.

In a class action, one or more persons or entities (in this case, Class Representatives), sue on behalf of people and entities who have similar claims.  Together, these people and entities are a “class,” and each is a “class member.”  Class actions allow the adjudication of many individuals’ similar claims that might be too small economically to bring as individual actions.  One court resolves the issues for all class members at the same time, except for those who exclude themselves, or “opt-out,” from the class.

The Court did not finally decide in favor of Class Representatives or Defendants.  Instead, both sides agreed to a settlement.  Class Representatives and Co-Class Counsel believe that the claims asserted in the Action have merit.  They recognize, however, the expense and length of continued proceedings needed to pursue the claims through trial and appeals, as well as the difficulties in establishing liability.  In the absence of a settlement, the Parties would present factual and expert testimony on each of these issues, and there is a risk that the Court or jury would resolve these issues unfavorably against Class Representatives and the Class.  Class Representatives and Co-Class Counsel believe that the proposed Settlement is fair, reasonable, and adequate, and in the best interests of the Class.

Defendants have denied and continue to deny each and every one of the claims alleged by Class Representatives in the Action, including all claims in the Complaint.  Defendants have agreed to the Settlement solely to eliminate the burden and expense of continued litigation.  Accordingly, the Settlement may not be construed as an admission of any wrongdoing by any Defendant in this or any other action or proceeding.

If you are a member of the Class, you are subject to the Settlement, unless you timely take steps to exclude yourself (see Question 11 below).  The Class consists of:

All persons who purchased Conduent common stock on the open market on a United States stock exchange from February 21, 2018 through November 6, 2018, both dates inclusive, and who were damaged thereby.

If one of your mutual funds purchased Conduent common stock during the Class Period that does not make you a Class Member, although your mutual fund may be. You are a Class Member only if you individually purchased Conduent common stock on the open market on a United States stock exchange during the Class Period.  Check your investment records or contact your broker to see if you have any eligible purchases or acquisitions.  The Parties do not independently have access to your trading information. PLEASE NOTE: RECEIPT OF THE NOTICE DOES NOT MEAN THAT YOU ARE A CLASS MEMBER OR THAT YOU WILL BE ENTITLED TO RECEIVE A PAYMENT.

If you wish to be eligible for a payment from the Settlement, you must submit the Claim Form that is being distributed with the Notice.

Yes.  There are some individuals and entities who are excluded from the Class by definition.  Excluded from the Class are: (1) Conduent Incorporated and its officers, directors, employees, affiliates, legal representatives, predecessors, successors and assigns, and any entity in which any of them have a controlling interest or are a parent; and (2) Defendants, their Immediate Family members, employees, affiliates, legal representatives, heirs, predecessors, successors and assigns, and any entity in which any of them has a controlling interest.  Also excluded from the Class are any persons or entities who or which exclude themselves by submitting a timely and valid request for exclusion that is accepted by the Court.

In exchange for the Settlement and the release of the Released Claims against the Released Defendant Parties (see Question 10 below), Defendants have agreed to cause a $32 million cash payment to be made, which, along with any interest earned, will be distributed after deduction of Court-awarded attorneys’ fees and Litigation Expenses, Notice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court (the “Net Settlement Fund”), to Class Members who sent in valid and timely Claim Forms.

To qualify for a payment from the Net Settlement Fund, you must have submitted a timely and valid Claim Form.  A Claim Form was included with the Notice.  You may also obtain a Claim Form on this website, or from Co-Class Counsel’s websites: www.bernlieb.com and www.labaton.com.  You can also request that a Claim Form be mailed to you by calling the Claims Administrator toll-free at 877-415-0639.

Claim Forms must have been postmarked (if mailed) or received no later than May 19, 2023.

The Court held the Settlement Hearing on May 24, 2023, to decide, among other things, whether to finally approve the Settlement.  Even though the Settlement is approved, there may be appeals, which can take time to resolve, perhaps more than a year.  It also takes a long time for all Claim Forms to be accurately reviewed and processed.  Please be patient.

If you are a Class Member, and did not timely and validly exclude yourself from the Class (see Question 11 below), you will remain in the Class and be bound by all orders issued by the Court.  The Court has entered the Judgment.  The Judgment dismisses the Action with prejudice and provides that, upon the Effective Date of the Settlement, Class Representatives and each of the other Class Members, on behalf of themselves and each of their respective heirs, executors, trustees, administrators, legal representatives, predecessors, successors, and assigns, in their capacities as such, have fully, finally, and forever compromised, settled, released, relinquished, waived, and discharged any and all of the Released Claims against the Defendants and the other Released Defendant Parties, and shall forever be barred and enjoined from prosecuting any and all of the Released Claims against any of the Released Defendant Parties.

“Released Claims” means any and all claims and causes of action of every nature and description, whether known or Unknown (as defined below), contingent or absolute, mature or not mature, liquidated or unliquidated, accrued or not accrued, concealed or hidden, regardless of legal or equitable theory and whether arising under federal, state, common, or foreign law, that Class Representatives or any other member of the Class: (a) asserted in any complaint filed in the Action; or (b) could have asserted in the Action or in any other action or in any other forum that arise out of, are based upon, are related to, or are in consequence of, both (1) the allegations, transactions, facts, matters, events, occurrences, representations, disclosures, non-disclosures, statements, acts or omissions or failures to act that were involved, set forth, or referred to in any of the complaints or documents and other discovery in the Action, or that otherwise would have been barred by res judicata had the Action been fully litigated to a final judgment, and  (2) the purchase or acquisition of Conduent common stock on the open market on a United States stock exchange during the Class Period.  For the avoidance of doubt, Released Claims do not include: (1) claims to enforce the Settlement; and (2) claims in any present or future derivative litigation, including, without limitation: (i) In re Conduent Incorporated Stockholder Derivative Litigation, 1:20-cv-10964-MKV (S.D.N.Y.); and (ii) In re Conduent Incorporated Stockholder Derivative Litigation, Lead Case No. 650903/2021, in the Supreme Court for the State of New York.

“Released Defendant Party” or “Released Defendant Parties” means Defendants and each of their respective former, present, or future predecessors, successors, parent corporations, sister corporations, subsidiaries, affiliates, principals, assigns, assignees, assignors, legatees, devisees, executors, administrators, estates, heirs, spouses, Immediate Family, receivers and trustees, trusts, settlors, beneficiaries, Officers, directors, members, shareholders, employees, independent contractors, servants, agents, partners, partnerships, insurers, reinsurers, legal or personal representatives, attorneys, legal representatives, auditors, accountants, advisors, and successors-in-interest, in their capacities as such.

“Unknown Claims” means any and all Released Claims that Class Representatives and any other members of the Class do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, and any and all Released Defendants’ Claims that any Defendant does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiff Parties, which if known by him, her, or it might have affected his, her, or its decision(s) with respect to the Settlement, including the decision to object to the terms of the Settlement or to exclude himself, herself, or itself from the Class.  With respect to any and all Released Claims and Released Defendants’ Claims, the Parties stipulate and agree that, upon the Effective Date, Class Representatives and Defendants shall expressly, and each Class Member shall be deemed to have, and by operation of the Judgment or Alternative Judgment shall have expressly waived and relinquished any and all provisions, rights and benefits conferred by any law of any state or territory of the United States or foreign law, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Class Representatives, other Class Members, or Defendants may hereafter discover facts, legal theories, or authorities in addition to or different from those which any of them now knows, suspects, or believes to be true with respect to the Action, the Released Claims, or the Released Defendants’ Claims, but Class Representatives and Defendants shall expressly, fully, finally, and forever settle and release, and each Class Member shall be deemed to have fully, finally, and forever settled and released, and upon the Effective Date and by operation of the Judgment or Alternative Judgment shall have settled and released, fully, finally, and forever, any and all Released Claims and Released Defendants’ Claims as applicable, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities.  Class Representatives and Defendants acknowledge, and all Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Claims and Released Defendants’ Claims was separately bargained for and was a material element of the Settlement.

The “Effective Date” will occur when an Order entered by the Court approving the Settlement becomes Final and is not subject to appeal.  If you remain a member of the Class, all of the Court’s orders, whether favorable or unfavorable, will apply to you and legally bind you.

Upon the “Effective Date,” Defendants will also provide a release of any claims against Class Representatives and the Class arising out of or related to the institution, prosecution, or settlement of the claims in the Action.

Additionally, among other things, the Preliminary Approval Order entered by the Court provides that all proceedings in the Action, other than proceedings necessary to carry out or enforce the terms and conditions of the Stipulation are stayed, and pending a final determination of whether the Settlement should be finally approved, Class Representatives and all other members of the Class are barred and enjoined from commencing or prosecuting any and all of the Released Claims against each and all of the before Released Defendant Parties.

The exclusion deadline of May 3, 2023 has passed.

No.  If you are a member of the Class, unless you properly excluded yourself, you gave up any rights to sue Defendants and the other Released Defendant Parties for any and all Released Claims.  If you have a pending lawsuit against any of the Released Defendant Parties, speak to your lawyer in that case immediately.  You must have excluded yourself from this Class to continue your own lawsuit.  The exclusion deadline was May 3, 2023 and has passed.

Bernstein Liebhard LLP and Labaton Sucharow LLP are Co-Class Counsel in the Action.  Co-Class Counsel along with Wolf Popper LLP; Thornton Law Firm LLP; and Law Offices of Jan Meyer & Associates, P.C. are Plaintiffs’ Counsel.  Co-Class Counsel represent all Class Members.  You will not be separately charged for the work of Co-Class Counsel and the other Plaintiffs’ Counsel.  The Court determined the amount of attorneys’ fees and Litigation Expenses, which will be paid from the Settlement Fund.

Class Members had the opportunity to object to the Settlement or any of its terms, the proposed Plan of Allocation, and/or Co-Class Counsel’s Fee and Expense Application.  The objection deadline was May 3, 2023 and has passed.

The Court held the Settlement Hearing on May 24, 2023 at 10:00 a.m., remotely from the Martin Luther King Building & U.S. Courthouse, 50 Walnut Street, Courtroom 2D, Newark, NJ 07102.

At this hearing, the Honorable André M. Espinosa approved: (i) the Settlement as fair, reasonable, and adequate; (ii) the Plan of Allocation as fair and reasonable; and (iii) the application of Co-Class Counsel for an award of attorneys’ fees and payment of Litigation Expenses as reasonable.

The Notice contains only a summary of the proposed Settlement.  More details are contained in the Stipulation.  For more information about the matters involved in this case, you may review the papers on file with the Court.  You may review the Stipulation and other documents filed with the Court during business hours at the Office of the Clerk of the Court, United States District Court for the District of New Jersey, Martin Luther King Building & U.S. Courthouse, 50 Walnut Street, Newark, NJ  07102.  (Please check the Court’s website, www.njd.uscourts.gov for information about Court closures before visiting.)  Subscribers to PACER, a fee-based service, can also view the papers filed publicly in the Action through the Court’s on-line Case Management/Electronic Case Files System at https://www.pacer.gov.

You can also get a copy of the Stipulation, and other documents related to the Settlement, as well as additional information about the Settlement by visiting this website, or the website of Co-Class Counsel, www.bernlieb.com and www.labaton.com.  You may also call the Claims Administrator toll free at 877-415‑0639 or write to the Claims Administrator at In Re Conduent Securities Litigation, c/o JND Legal Administration, PO Box 91353, Seattle, WA 98111.  Please do not call the Court with questions about the Settlement.

The Plan of Allocation (the “Plan of Allocation” or “Plan”) set forth below is the plan for the distribution of the Settlement proceeds.

The Settlement Amount and the interest it earns is the “Settlement Fund.”  The Settlement Fund, after deduction of Court-approved attorneys’ fees and expenses, Notice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court is the “Net Settlement Fund.”  The Net Settlement Fund will be distributed to members of the Class who timely submit valid Claim Forms that show a Recognized Claim according to the Plan of Allocation approved by the Court. 

The Claims Administrator shall determine each Authorized Claimant’s pro rata share of the Net Settlement Fund based upon each Authorized Claimant’s “Recognized Claim.” The Recognized Claim formula is not intended to be an estimate of the amount a Class Member might have been able to recover after a trial; nor is it an estimate of the amount that will be paid to Authorized Claimants pursuant to the Settlement.  The Recognized Claim formula is the basis upon which the Net Settlement Fund will be proportionately allocated to Authorized Claimants.

The objective of this Plan of Allocation is to equitably distribute the Net Settlement Fund among Authorized Claimants who suffered economic losses as a result of the alleged violations of the federal securities laws during the Class Period (February 21, 2018 through November 6, 2018).  To design this Plan, Co-Class Counsel conferred with their damages expert.  The Plan of Allocation, however, is not a formal damages analysis.

The Plan of Allocation generally measures the amount of loss that a Class Member can claim for purposes of making pro rata allocations of the Net Settlement Fund to Authorized Claimants.  For losses to be compensable damages under the federal securities laws, the disclosure of the allegedly misrepresented information must be the cause of the decline in the price of the securities at issue. In this case, Class Representatives allege that Defendants issued false statements and omitted material facts during the Class Period which allegedly artificially inflated the price of Conduent common stock.  It is alleged that corrective information released to the market on November 7, 2018 prior to market open impacted the market price of Conduent common stock that day in a statistically significant manner and removed alleged artificial inflation from the Conduent common stock share price.  Accordingly, in order to have a compensable loss in this Settlement, shares of Conduent common stock must have been purchased on the open market, on a U.S. exchange, during the Class Period and held through November 6, 2018.

The Plan of Allocation is available beginning on page 15 of the Notice.