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Conduent Board Member Who Sparred With Icahn Appointee Resigns

William Parrett’s departure comes four months after a Conduent board member – and Icahn appointee – Michael Nevin penned a letter of resignation, singling out the company’s CEO and Parrett for the company’s poor performance and the loss of 40 percent of its value.

A Conduent board member, who was singled out by Carl Icahn’s appointee for contributing to the company’s falling fortunes, has resigned.

The business process outsource company announced the resignation of William G. Parrett, the former chairman of the board, via an 8-K filing, saying Parrett would quit his post on Aug. 26. Fellow board member Joie Gregor, also quit.

Replacing them are Margarita Paláu-Hernández and Kathy Higgins Victor. Paláu-Hernández is the CEO of Hernandez Ventures. She is also a member of the board of directors of Herbalife Nutrition Ltd. and ALJ Regional Holdings, Inc. Higgins Victor is the president and founder of Centera Corp. She is also a member of the board of directors of Best Buy Co. Inc.

The latest shake-up comes as Conduent’s share price fell to its lowest-ever point earlier this month after a worse-than expected earnings. The company has also suspended its search for a permanent CEO following the departure of Ashok Vemuri. Meanwhile, interim CEO Cliff Skelton said the company is in the midst of a strategic review that could put some or all of the company up for sale.

Amidst the turmoil and falling share price, Icahn has been growing his ownership stake in the company. On Aug 13, he bought 4.5 million shares, then three days later he bought another 1.9 million shares, increasing the total shares under his control to 38.1 million, or 18-percent of the company.

Parrett’s departure comes four months after a Conduent board member – and Icahn appointee – Michael Nevin penned a letter of resignation, singling out the company’s former CEO and Parrett for its poor performance .

That kicked off a war of words between Conduent’s board and Nevin, in which the board said Icahn was staging a takeover attempt and had asked Parrett to step down.

In a response, titled “setting the record straight,” Nevin said his resignation was due to the poor leadership of board chairman Parrett, and there was no takeover bid.

“I was fed up with being misled by the Chairman of the Board and tired of the lax governance practices that I observed during my tenure on the board — pure and simple,” Nevin wrote in a letter filed with the SEC. “Any suggestion by Conduent that my resignation was somehow an attempt by my employer, Carl Icahn, to take control of the company’s board is unequivocally false.”

Nevertheless, in early May, then-CEO Ashok Vemuri said he would leave the company. Following that announcement, Courtney Mather, another Icahn appointee, was named chairman of the Conduent Board of Directors on July 15.

Then, just this month, the board, which had assembled a search committee to find a new CEO, scrapped that plan in favor of keeping Skelton in charge of the company as interim CEO, indefinitely. Skelton had been tapped nine weeks ago to be the company’s chief operating officer.

During his first earnings call, Skelton told investors the company was in the midst of a strategic evaluation, in a bid to reverse its downturn.

“All opportunities are under review, both selling pieces as well as the whole company, but there’s lots of work to be done before we can give any updates in that category,” he said during the Aug. 8 call.

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