Conduent said a “noisy resignation” letter from a disgruntled board member was part of a takeover attempt by Carl Icahn that was aimed at replacing current chairman William Parrett.
Board member Michael Nevin resigned immediately from the IT service provider’s board on Monday publicly filing a laundry list of grievances with the SEC. However, in a follow-up filing, Conduent said the letter being filed is actually Icahn following through on a threat he made over the weekend to replace Parrett as chairman of the board.
“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,” Conduent said in a filing. “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.”