In a regulatory filing, Michael Nevin notified Conduent (CNDT) that he was resigning from the board of the company effective immediately. As previously disclosed, Nevin was a director designated by Carl Ichan and certain other parties pursuant to the letter agreement, dated as of January 28, 2016, entered into by Xerox (XRX), its former parent company, with Icahn Group. On December 31, 2016, the company entered into a joinder agreement to the Icahn agreement. Pursuant to the Icahn agreement, on April 11, the Icahn Group designated Jesse Lynn, general counsel of Icahn Enterprises (IEP), as a replacement for Nevin, which designation is subject to the company's approval, not to be unreasonably withheld, conditioned or delayed. Prior to his resignation, Nevin was a member of the corporate governance committee and the compensation committee. In response to Nevin's resignation letter, the members of the company's board that are not affiliated with Carl Icahn or Darwin Deason issued the following statement: "... We believe Mr. Nevin's resignation letter mischaracterizes many of the events he describes in his letter, and we strongly disagree with its assertions. In discussions between Mr. Parrett and Mr. Icahn from Sunday, April 7, 2019, through Monday, April 8, 2019, Mr. Icahn indicated he could cause Mr. Nevin's resignation letter not to be delivered to the Board and released publicly if Mr. Parrett agreed to immediately resign as Chairman so that a director designated by Mr. Icahn could replace Mr. Parrett as Chairman. Mr. Icahn also expressed his desire that Mr. Parrett resign from the Board and that a new director chosen by Mr. Icahn be added to the Board. We believe Mr. Nevin's "noisy resignation" and these related discussions represent an attempt to take control of the Company's Board."
