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N.J. Police ‘Looking Into’ Conduent’s In-Person Shareholder Meeting

Conduent says it’s required by New York law to hold an in-person meeting. ‘Ensuring the health and safety of our employees, customers, shareholders and partners is our highest priority,’ says company spokesman Sean Collins.

Conduent announced Tuesday night that it planned to hold its annual shareholder meeting in-person at its New Jersey headquarters in a town that – like many in the Garden State – has been hit hard by the coronavirus.

“You are cordially invited to attend the 2020 annual meeting of shareholders of Conduent Incorporated on Tuesday, May 19, 2020,” the company wrote in an SEC filing. “We intend to hold our Annual Meeting in person. However, we are actively monitoring the novel coronavirus (COVID-19) and we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state and local governments may impose. “

Florham Park, N.J. is currently under a state-mandated stay-at-home order and has restricting gatherings to no more than 10 people. With self- isolation data showing slow, but effective work at combating the spread of the virus, the order was extended to April 30, Florham Park Police Chief Joseph Orlando wrote in a Facebook post.

“There are no guarantees things will return to normal abruptly at that time,” he wrote. “We all need to be preparing ourselves mentally for the tough road ahead.”

The city of 11,000 is 27 miles down I-280 from New York City, currently a global epicenter in the coronavirus outbreak that has killed 80,000 people. New York City has lost 731 to the disease in the previous 24 hours. Florham Park had 60 cases of coronavirus as of Monday, however Orlando warned on Sunday that testing is about two weeks behind, so he expects those numbers to rise.

When asked about the Conduent meeting set for May 19, Florham Park Police spokesman Detective Lieutenant Brian Ford told CRN: “We are looking into this and will get back to you.”

For its part, Conduent, a Xerox spin-off that operates specializes in business processing outsourcing, said while its headquarters is in New Jersey, it’s registered as a corporation under New York law and must adhere to those rules which it says still mandate in-person meetings for May 19.

“Recognizing the COVID-19 crisis, New York temporarily suspended the requirement, but only for meetings through April 19, 2020,” Sean Collins, senior director, external communications at Conduent wrote in an email. “Since Conduent’s meeting is scheduled for May 19, the suspension did not allow Conduent to hold its meeting virtually.”

Collins said New York may extend the suspension, but at the time the company needed to print the proxy, it had not. He said Conduent has “built in” a process to give it the flexibility to make the decision at a later time, based on the conditions and New York law.

“Ensuring the health and safety of our employees, customers, shareholders and partners is our highest priority, and no inference to the contrary based on the cited paragraph is accurate,” Collins wrote.

The years have not been kind to Conduent, which started life in 2016 saddled with a billion dollars in assets it needed to divest, as well as a Medicaid fraud lawsuit it inherited. After a Texas judge issued a $2 billion judgement against Conduent, the company settled for $236 million.

Last year, board member Michael Nevin resigned via a public letter claiming the board’s chairman was “asleep at the switch” and questioned the decisions of then-CEO Ashok Vemuri. Conduent fired back that Nevin’s letter was actually being used as leverage by Carl Icahn in a board take-over attempt. Nevin is an Icahn employee.

While the two sides traded accusations, the company lost revenue. Last May new business signings shrank by 39 percent, it lost a $140 million contract with the state of California, and it got hit with a $4.6 million fine by Florida for problems with the state’s toll collections.

Conduent stock -- which reached its high of $23.27 on Sept. 10, 2018 – has lost 90.55 percent of its value and traded at $2.20 yesterday afternoon.

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