UIS Unisys Corporation New

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.   )

CHECK THE APPROPRIATE BOX:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material Pursuant to §240.14a-12

​

Unisys Corporation

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

☒   No fee required

☐   Fees paid previously with preliminary materials

☐   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Message from our Chair

March 24, 2025

Notice of Annual Meeting
of Stockholders

Unisys Corporation (“Unisys” or the “Company”) will hold its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to:

Stockholders may also transact any other business properly brought before the Annual Meeting.

Holders of record of Unisys common stock at the close of business on March 10, 2025, are entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

On or about March 24, 2025, we will mail our stockholders a notice (the “Notice”) that explains (i) how to access our 2025 Proxy Statement (the “Proxy Statement”) and Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 21, 2025 (the “Annual Report”), (ii) how to vote, and (iii) how to attend the Annual Meeting. The Notice will also provide instructions on how to request a paper copy of these documents.

To allow all our stockholders, regardless of their physical location, to participate more easily in the meeting, the Annual Meeting once again will be held entirely online. If you plan to attend the Annual Meeting online, you will need the 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompany your proxy materials. We believe the virtual meeting format affords our stockholders an opportunity for meaningful participation. You can attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/UIS2025, where you can listen to the meeting live, submit questions, and vote.

In accordance with SEC rules, we are furnishing proxy materials to our stockholders via the Internet. You may read, print or download our Proxy Statement and Annual Report, including the financial statements for 2024, at www.proxyvote.com.

We hope you will attend our virtual Annual Meeting. Regardless of whether you plan to attend, it is important that your shares are represented and voted at the Annual Meeting. If you received a paper copy of the proxy card or voting instruction form by mail, you can vote by signing, dating and returning that document. You can revoke your proxy at any time before it is exercised in the manner set forth in “Annual Meeting Information,” which begins on page 90 of this Proxy Statement.

Registered stockholders and participants in plans holding shares of our common stock may vote by telephone, by Internet, or by mail. To use these convenient services, follow the steps detailed in the voting instructions that are attached to the proxy card. Beneficial owners of shares of our common stock held in street name through a bank or brokerage account should follow the voting instructions they receive from the institution that holds such shares. Brokers may not vote your shares on Proposals 1, 2 and 4–7 without specific instructions as to how to vote. Please return your proxy card so your vote can be counted promptly.

By Order of the Board of Directors,

Kristen Prohl

Senior Vice President, General Counsel,

Secretary and Chief Administration Officer
Blue Bell, Pennsylvania

March 24, 2025

How to Vote

Table of Contents

​	Proxy Summary	​	​	​	​	1	​	​
​	About Unisys	​	​	​	​	1	​	​
​	Board Information	​	​	​	​	2	​	​
​	Corporate Governance Highlights	​	​	​	​	5	​	​
​	Sustainability Highlights	​	​	​	​	5	​	​
​	Our Principles-Based Philosophy	​	​	​	​	6	​	​
​	Executive Compensation Overview	​	​	​	​	6	​	​
​	Compensation Mix	​	​	​	​	7	​	​
​	Stockholder Outreach	​	​	​	​	7	​	​
​	2024 Compensation Highlights	​	​	​	​	8	​	​
​	Compensation Best Practices	​	​	​	​	8	​	​
​								​
​	Proposal 1 – Election of Directors	​	​	​	​	11	​	​
​	Board Overview	​	​	​	​	11	​	​
​	Director Independence	​	​	​	​	13	​	​
​	Information Regarding Nominees	​	​	​	​	14	​	​
​	Director Nomination Process	​	​	​	​	25	​	​
​	Stockholder Nominations of Director Candidates	​	​	​	​	25	​	​
​	Corporate Governance	​	​	​	​	26	​	​
​	Corporate Governance Principles	​	​	​	​	26	​	​
​	Board and Committee Structure	​	​	​	​	26	​	​
​	Director Engagement	​	​	​	​	31	​	​
​	Board’s Role in Corporate Oversight	​	​	​	​	31	​	​
​	Other Governance Policies and Procedures	​	​	​	​	34	​	​
​	Compensation of Directors	​	​	​	​	35	​	​
​								​
​	Proposal 2 – Advisory Vote to Approve Executive Compensation	​	​	​	​	37	​	​
​	Compensation Discussion & Analysis	​	​	​	​	38	​	​
​	2024 Executive Compensation Program	​	​	​	​	49	​	​
​	Compensation and Human Resources Committee Report	​	​	​	​	57	​	​
​	Executive Compensation Tables	​	​	​	​	58	​	​
​	CEO Pay Ratio	​	​	​	​	67	​	​
​	Pay Versus Performance	​	​	​	​	67	​	​
​								​
​	Proposal 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm	​	​	​	​	71	​	​
​	Audit and Finance Committee Report	​	​	​	​	73	​	​

​	Proposal 4 – Amendment to the Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan	​	​	​	​	74	​	​
​	General	​	​	​	​	74	​	​
​	Why Stockholders Should Approve the Amendment to the 2024 Equity Plan	​	​	​	​	75	​	​
​	Key Plan Features	​	​	​	​	75	​	​
​	Plan Summary	​	​	​	​	76	​	​
​	U.S. Federal Income Tax Consequences	​	​	​	​	80	​	​
​								​
​	Proposal 5 – Approve the Amendment to the Company’s Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions	​	​	​	​	82	​	​
​								​
​	Proposal 6 – Approve the Amendment to the Company’s Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law	​	​	​	​	84	​	​
​								​
​	Proposal 7 – Approve the Amendment to the Company’s Restated Certificate of Incorporation to Clarify the Indemnification Provisions	​	​	​	​	86	​	​
​	Security Ownership of Certain Beneficial Owners and Management	​	​	​	​	88	​	​
​	Section 16(a) Beneficial Ownership Reporting Compliance	​	​	​	​	89	​	​
​	Equity Compensation Plan Information	​	​	​	​	89	​	​
​	Annual Meeting Information	​	​	​	​	90	​	​
​	Information About the Meeting and Voting	​	​	​	​	90	​	​
​	Voting Procedures and Revocability of Proxies	​	​	​	​	93	​	​
​	Internet Availability of Proxy Materials; Multiple Sets of Proxy Materials	​	​	​	​	94	​	​
​	Virtual Meeting Webcast	​	​	​	​	94	​	​
​	General Matters	​	​	​	​	96	​	​
​	Cautionary Statement Regarding Forward-Looking Information	​	​	​	​	96	​	​
​	Policy on Confidential Voting	​	​	​	​	96	​	​
​	Stockholder Proposals and Nominations	​	​	​	​	96	​	​
​	Householding of Proxy Materials	​	​	​	​	97	​	​
​	Annual Report	​	​	​	​	97	​	​
​	Other Matters	​	​	​	​	97	​	​
​	Appendix A	​	​	​	​	99	​	​
​	Appendix B	​	​	​	​	101	​	​
​	Appendix C	​	​	​	​	116	​	​

Proxy Summary

This summary highlights selected information relevant for voting at the Annual Meeting. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

About Unisys

2024 Overview — Where We Are Today

We are a global technology solutions company that powers breakthroughs for the world’s leading organizations. Our clients rely on us to help solve many of their toughest business and technology challenges in highly complex and regulated environments. We partner with clients to transform the mission-critical systems that support their daily operations in a rapidly evolving digital age. We believe agile technology can inspire breakthroughs that propel organizations into the future daily. No matter the industry, we work with clients worldwide to drive innovation through digital workplace, cloud and enterprise computing. From our origins dating back to 1873 through the formation of Unisys in 1986, we have built a legacy of innovation and a reputation of trust.

In 2024, we maintained steady revenue during a year of geopolitical and macroeconomic uncertainty. We provide our global clients with advice and essential capabilities to architect, develop, modernize, implement and integrate the technologies that power their organizations. We are advancing artificial intelligence (“AI”) adoption for clients across various industries, infusing generative AI into our solutions, and fully embracing AI tools and workflows in our internal business processes to enhance operational agility. We help clients leverage AI to optimize their business outcomes and measure their return on investment. We constantly innovate and establish trust with investors, clients and industry analysts. We are effectively implementing our strategy, and we are on track to achieve success in growing the pipeline, closing deals, managing costs and pushing the boundaries to continue our progress in 2025.

Our Unisys brand is all about progress. It’s about Unisys being the catalyst that pushes and enables people and organizations to break through to the next big innovation. The brand continues to increase awareness and transform the perception of Unisys and our innovative solutions with our clients, prospects, industry analysts, and third-party advisors. We believe our ongoing brand campaign will continue influencing key sales metrics, such as leads, pipeline, wins and revenue growth.

How Did We Perform in 2024?

In 2024, we exceeded our profitability guidance and met our revenue guidance. Our full-year operating cash flow and free cash flow increased 82.1% to $135 million and over 100% to $55 million, respectively, year-over-year and pre-pension free cash flow improved 89.4% to $82 million.

Revenue for 2024 was $2.01 billion, a decrease of 0.3% year-over-year on a reported basis and in constant currency. Operating profit margin and non-GAAP operating profit margin were 4.8%, an improvement of 100 basis points year-over-year, and 8.8%, an improvement of 180 basis points year-over-year, respectively. Net loss as a percentage of revenue and adjusted EBITDA as a percentage of revenue were (9.6)% and 14.5%, respectively. For a reconciliation of our GAAP measures to non-GAAP measures, please see Appendix A to this Proxy Statement and the earnings release attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 18, 2025 (but such report shall not be deemed to be incorporated by reference to this Proxy Statement).

The global GAAP pension deficit increased during 2024 by approximately $50 million to approximately $750 million. This was primarily driven by the impact of tightening credit spreads on U.S. liabilities. During the year, we continued executing our pension management strategy with one annuity purchase that transferred approximately $192 million in pension liabilities to a third-party insurer. This transaction was funded with plan assets.

We had approximately $377 million in cash and cash equivalents as of December 31, 2024.

Board Information

Director Nominees

Ensuring that the board of directors (the “Board”) has the optimal balance of skills, viewpoints, perspectives and experience is a top priority of the Board and the Nominating and Corporate Governance Committee. The nominees for whom you are being asked to vote are a varied group of highly qualified leaders with a broad range of skills and business and industry experience. For additional information about the experience, skills and qualifications of each nominee, please see the charts on pages 11 and 12 and the biographical data beginning on page 14.

The following provides summary information about each director nominee.

(1)

On December 5, 2024, the Board promoted Mr. Thomson to Chief Executive Officer and elected Mr. Thomson as a director of the Company, effective April 1, 2025 (the “Transition Date”). Mr. Altabef will cease serving as the Company’s Chief Executive Officer on the Transition Date. Mr. Altabef will continue to serve as Chair of the Board following the Transition Date.

​

(2)

Mr. Roberts is currently the chair of the Compensation and Human Resources Committee. He will retire from the Board at the Annual Meeting. A successor chair of the Compensation and Human Resources Committee has not been appointed by the Board as of the date of this Proxy Statement.

​

Board Snapshot

The following charts highlight the balance of skills, experience, perspectives and personal characteristics of our director nominees, which ensures effective governance. Also highlighted are the age and tenure of the director nominees.

Corporate Governance Highlights

Unisys is committed to strong corporate governance aligned with stockholder interests. The Board, through its Nominating and Corporate Governance Committee, regularly monitors leading practices in governance and adopts measures that it determines are in the best interests of Unisys and its stockholders. The following highlights our corporate governance principles and practices. See the sections entitled “Corporate Governance” beginning on page 26 and “Compensation Discussion & Analysis” beginning on page 35, respectively, for more information.

​	Board Independence and Composition	​	​	​	​	​
​	• Highly qualified board with a mix of experience, skills and viewpoints ​ • Director skill set aligned with corporate strategy ​ • Chair of the Board and Chief Executive Officer separate as of April 1, 2025 ​ • Effective lead independent director ​ • 82% of directors standing for re-election are independent ​ • Regular board refreshment and a mix of tenure ​ • Limit on outside directorships ​ • Mandatory retirement age of 74 ​				​	​

​	Board Performance	​	​
​	• Annual Board and committee self-evaluations ​ • Regular executive sessions at Board and committee meetings ​ • Strong alignment between company performance and executive compensation ​ • Director onboarding and continuing education programs ​ • Commitment to overseeing our approach to Environmental, Social and Governance (“ESG” ​				​	​
​	​	​	​	​	​	​
​	​	​	​	​	​	​

​	Stockholder Rights	​	​	​	​	​
​	• Annual election of all directors ​ • No stockholder rights plan ​ • Majority voting for uncontested director elections ​ • No super voting or low voting stock ​ • Proposing elimination of all supermajority voting requirements ​				​	​

Sustainability Highlights

As a global technology solutions company, we understand we have the unique opportunity to lead, impact and support positive sustainability changes. Our strategy adopts an approach primarily focused on the environmental sustainability of our own operations and those of our suppliers. We are committed to sustainability efforts that will further our mission, including initiatives to promote sustainable operations, act as responsible environmental stewards and further decarbonize our operations. Our annual Sustainability Report can be found on our Company website, but such report shall not be deemed to be incorporated by reference into this Proxy Statement or any of our future filings with the SEC.

Our Principles-Based Philosophy

Our executive compensation program is designed to align executives’ and stockholders’ interests and drive long-term profitable and sustainable growth, as well as to maintain leadership stability and incentivize successful execution of our strategy and operating plan. We believe these objectives are achieved based on the following criteria:

Executive Compensation Overview

The 2024 Unisys executive compensation program included base salary, short-term incentives and long-term incentives, as described below for our Chief Executive Officer (“CEO”) and our other Named Executive Officers (“NEOs”), each of whose compensation is discussed in more detail in the section entitled “Compensation Discussion and Analysis” beginning on page 38 of this Proxy Statement.

Compensation Mix

The charts below show the total target compensation mix of our CEO and our other NEOs for 2024. The mix reflects STI, such as cash, and LTI, such as restricted stock units (“RSUs”), that are time-based and performance-based, including based on relative total stockholder return (“TSR-based”). These charts illustrate that a significant majority of our NEOs’ total 2024 target compensation was “at-risk” ​(81.2% for our CEO and an average of 77.1% for our other NEOs).

Stockholder Outreach

We make comprehensive efforts to proactively engage our stockholders to obtain important feedback, including discussing how our executive compensation program supports our strategy. In the past, senior executives and directors of the Company, including the Chair of the Compensation and Human Resources Committee and Lead Independent Director, have participated in these investor meetings.

We received significant support for our say-on-pay proposal at the Company’s 2023 and 2024 annual stockholders’ meetings, with more than 84.5% of the shares voted in favor in 2023 and 90.5% in 2024. We remain engaged with stockholders and will continue to address stockholder feedback and considerations through changes to the executive compensation plans if the Compensation and Human Resources Committee believes that such changes are consistent with its pay philosophy and the Company’s overall business strategy.

2024 Compensation Highlights

Compensation Best Practices

The Compensation and Human Resources Committee continually evaluates the Company’s compensation and human capital management (“HCM”) policies and practices to ensure they are consistent with leading governance principles. In 2024, our compensation practices reflected the following:

​	What We Do				​	​	​	​	​
​	Provide the majority of compensation in performance-based pay Reflect multi-dimensional performance using earnings, revenue, cash and market performance with a mix of relative and absolute goals; assess performance over multiple time periods with one-year performance in the STI and one-year, two-year and three-year performance periods in the performance-based component of the LTI Cap incentive plan at 2x target; no payouts below threshold Maintain stock ownership guidelines for officers and directors (excludes stock options) Maintain a clawback policy Have change in control agreements with double-trigger severance provisions Conduct annual compensation program risk assessment Adhere to an insider trading policy Use an independent compensation consultant engaged by and reporting directly to the Compensation and Human Resources Committee							​	​
​		​	​			​

​	What We Don’t Do				​	​		​	​
​	× Excise tax gross-ups on a change in control ​ × Excessive severance in a change in control or termination ​ × Excessive perquisites ​ × Allow employees, including our executive officers, and non-employee directors to engage in hedging transactions, speculation, short sales, margin accounts or pledge Unisys securities ​ × Automatic vesting of equity upon a change in control ​ × Stock option repricing, reloads, or cash buyouts ​ × Discounted stock options or stock appreciation rights (“SARs”) ​ × Liberal change in control definition ​							​	​

We currently maintain the 2024 Long-Term Incentive and Equity Compensation Plan (the “2024 Equity Plan”), which was approved by our stockholders at the 2024 annual meeting. This proposal requests stockholder approval of an amendment to the 2024 Equity Plan to increase the number of shares issuable under the plan by 3,100,000. This number was determined based on an analysis of various factors, including historical burn rate, potential dilution, industry plan cost standards, and anticipated equity compensation needs.

Based on these factors and our current grant practices, the increased share reserve under the 2024 Equity Plan, as amended, is expected to meet our annual equity grant needs for 2026. The shares reserved may, however, last for a greater or fewer number of years depending on currently unknown factors, such as the number of grant recipients, future grant practices, and our stock price.

Under the Company’s Restated Certificate of Incorporation, certain matters must be approved by the affirmative vote of the holders of 80% of the outstanding voting stock, irrespective of whether such matters require stockholder approval under Delaware law, or, if required, the percentage necessary to obtain such approval. Those actions include:

•

approving amendments to certain provisions of the Company’s Restated Certificate of Incorporation and approving or adopting amendments to certain provisions of the Bylaws;

​

•

entering into certain business combinations involving a greater than 20% stockholder, unless “fair price” provisions have been satisfied or a majority of the unaffiliated directors have approved the transaction;

​

•

taking certain actions with respect to the Board, including to remove directors prior to the end of their elected term; and

​

•

modifying or eliminating any of the above supermajority voting requirements.

​

The Board, after review by the Board and Nominating and Corporate Governance Committee, has approved and declared advisable, and recommends that the stockholders approve, an amendment to our Restated Certificate of Incorporation to eliminate the supermajority voting requirements.

The affirmative vote of holders of at least 80% of the voting power of the shares of the outstanding voting stock is needed to approve this proposal.

If approved by the Company’s stockholders, an Amended and Restated Certificate of Incorporation reflecting the elimination of supermajority voting requirements would become effective upon its filing with the Secretary of State of the State of Delaware, which the Company would file promptly following the Annual Meeting.

In 2022, Delaware amended Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”) to allow a Delaware corporation to include a provision in its certificate of incorporation to limit the personal liability of certain officers for monetary damages for breaches of their fiduciary duty of care in certain circumstances (“officer exculpation”).

In light of this change in law, the Board, after review by the Board and Nominating Corporate Governance Committee, has approved and declared advisable and recommends that the stockholders approve an amendment to our Restated Certificate of Incorporation to provide for such officer exculpation as permitted by the DGCL (the “Officer Exculpation Amendment”).

The affirmative vote of holders of a majority of the outstanding shares of common stock is needed to approve this proposal.

If approved by the Company’s stockholders, an Amended and Restated Certificate of Incorporation reflecting the Officer Exculpation Amendment would become effective upon its filing with the Secretary of State of the State of Delaware, which the Company would file promptly following the Annual Meeting.

The Board, after review by the Board and Nominating and Corporate Governance Committee, has approved and declared advisable, and recommends that the stockholders approve, an amendment to the Restated Certificate of Incorporation that would clarify when indemnification is permissive rather than mandatory for certain persons (“Indemnification Amendment”).

The affirmative vote of holders of a majority of the outstanding shares of common stock is needed to approve this proposal.

If approved by the Company’s stockholders, an Amended and Restated Certificate of Incorporation reflecting the Indemnification Amendment would become effective upon its filing with the Secretary of State of the State of Delaware, which the Company would file promptly following the Annual Meeting.

Effective as of April 1, 2025, the Board will consist of eleven members, each of whose term expires at the Annual Meeting. On December 5, 2024, as part of
the CEO succession process, the Board unanimously, upon the recommendation of the Nominating and Corporate Governance Committee, elected Mr. Michael M. Thomson, who currently serves as our President and Chief Operating Officer
and will become the Chief Executive Officer and President and a director, effective April 1, 2025. Mr. Lee Roberts will retire from the Board at the Annual Meeting,
and our Board will consist of eleven members. Each of the remaining eleven directors has been nominated for election for a term expiring at the 2026 annual meeting of stockholders (the “2026 annual meeting”). Each nominee has agreed to serve as a director, if elected, and the Company believes that each nominee will be available to serve. However, the proxy holders have discretionary authority to cast votes for the election of a substitute should any nominee not
be available to serve as a director.

Board Overview

Board Snapshot

The following charts highlight the balance of skills, experience, perspectives and personal characteristics of our director nominees, which ensures effective governance. Also highlighted are the age and tenure of the director nominees.

Board Tenure

The Board strives to maintain an appropriate balance of tenure and refreshment among its directors. The Board believes there are significant benefits from the valuable experience and familiarity with the Company brought by longer-tenured directors, as well as significant benefits from the fresh perspectives brought by newer-tenured directors, including Mr. Thomson, who was elected, effective April 1, 2025. The average tenure of our director nominees is approximately 6.6 years.

Background and Experience

We believe our director nominees possess relevant experience, skills and qualifications to contribute to a well-functioning Board. The skills matrix below is intended as a high-level summary, not an exhaustive list of each director nominee’s skills or contributions to the Board. Also summarized below is why these key qualities, experience and skills are important to the Board and Unisys’ business. Additional information about each director nominee’s qualities, experience, and skills can be found under “Information Regarding Nominees.” We believe our director nominees reflect an appropriate balance of experience, skills and professional backgrounds.

•

CEO/Senior Leadership:    Provides leadership perspectives with a practical understanding of organizations, operations, strategy and risk management.

​

•

Public Company Board:   Supports our goals of strong governance with Board and management accountability, transparency and protection of stockholder interests.

​

•

Financial Expertise:   Assists our directors in understanding and overseeing our financial reporting and internal controls, as well as evaluating our financial statements and investment strategy.

​

•

Technology:   Provides relevant insight as Unisys looks for ways to enhance the customer experience and internal operations and oversee technology/information and cybersecurity risk.

​

•

Industry Sectors:   Provides insight on issues specific to our businesses.

​

•

International:   Provides helpful perspectives as Unisys evaluates growing our business outside of the United States.

​

Director Independence

A majority of the Board is required to qualify as independent under the listing standards of the New York Stock Exchange (“NYSE”). Members of the Audit and Finance, Compensation and Human Resources, and Nominating and Corporate Governance Committees must also meet the NYSE independence criteria, as well as any applicable independence criteria prescribed by the SEC.

The Nominating and Corporate Governance Committee reviews the independence of outside directors annually with the Board. Following this review, only those directors who meet the independence qualifications prescribed by the NYSE and who the Board affirmatively determines have no material relationship with the Company will be considered independent.

Our Nominating and Corporate Governance Committee has affirmatively determined and recommended to our Board, and the Board has affirmatively determined, that each of our currently serving directors and director nominees (including Messrs. Davis, Desch, Germond, Kritzmacher, Martin and Richardson and Messes. James, Paolillo and Taylor) other than Mr. Altabef, our current CEO, and Mr. Thomson, our CEO and President, effective April 1, 2025, meet the independence requirements prescribed by the NYSE and, in the case of members of the Audit and Finance Committee and the Compensation and Human Resources Committee, also meet the audit committee and compensation committee independence requirements prescribed by the NYSE and the SEC. In assessing whether a director or director nominee has a material relationship with Unisys (either directly or as a partner, stockholder or officer of an organization that has a relationship with Unisys), the Board uses the criteria outlined in the paragraph above. In 2024, the Board determined that none of its non-employee directors had a material relationship with Unisys.

Information Regarding Nominees

The names and ages of the nominees, their principal occupations and employment during the past five years, and other information regarding them follows below.

​

(1)

On December 5, 2024, the Board promoted Mr. Thomson to Chief Executive Officer and elected Mr. Thomson as a director of the Company, both effective on the Transition Date. Mr. Altabef will cease serving as the Company’s Chief Executive Officer on the Transition Date. Mr. Altabef will continue to serve as Chair of the Board following the Transition Date.

​

​

(1)

On December 5, 2024, the Board promoted Mr. Thomson to Chief Executive Officer and elected Mr. Thomson as a director of the Company, both effective on the Transition Date. Mr. Altabef will cease serving as the Company’s Chief Executive Officer on the Transition Date.

​

Director Nomination Process

As part of the nomination process, the Nominating and Corporate Governance Committee is responsible for determining the appropriate skills and characteristics required of Board members in the context of the current makeup of the Board and for identifying qualified candidates for Board membership. In so doing, the Nominating and Corporate Governance Committee considers, with input from the Board, those factors it deems appropriate, such as independence, experience, expertise, strength of character, mature judgment, leadership ability, technical skills, age and the extent to which the individual would fill a present need on the Board. The aim is to assemble a Board that is strong in its collective knowledge, and that consists of individuals who bring a variety of complementary attributes and who, taken together, have the appropriate skills and experience to oversee the Company’s business.

As set forth above, we strive to have a Board with an appropriate mix of experience, skills and viewpoints.

Recommendations on director candidates must be in writing and addressed to the Chair of the Nominating and Corporate Governance Committee, c/o Secretary, at our principal executive office, located at Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422.

Stockholder Nominations of Director Candidates

Any stockholder who intends to make a nomination for the Board at the Annual Meeting must deliver to the Company not less than 90 days prior to the date of the annual meeting (a) a notice setting forth (i) the name, age, business and residence addresses of each nominee, (ii) the principal occupation or employment of each nominee, (iii) the number of shares of Unisys capital stock beneficially owned by each nominee, (iv) a statement that the nominee is willing to be nominated and (v) any other information concerning each nominee that would be required by the SEC in a Proxy Statement soliciting proxies for the election of the nominee and (b) the directors’ questionnaire, representation and agreement required by Article I, Section 8 of the Bylaws.

In addition to satisfying the requirements under the Bylaws, if a stockholder intends to comply with the SEC’s universal proxy rules and to solicit proxies in support of director nominees other than the Company’s nominees, the stockholder must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which notice must be postmarked or transmitted electronically to us at the address stated above for recommendations on director candidates no later than 60 calendar days prior to the one-year anniversary date of the Annual Meeting (for the 2026 annual meeting, no later than March 9, 2026). If the date of the 2026 annual meeting is changed by more than 30 calendar days from such anniversary date, however, then the stockholder must provide notice by the later of 60 calendar days prior to the date of the 2026 annual meeting and the 10th calendar day following the date on which public announcement of the date of the 2026 annual meeting is first made by the Company.

Corporate Governance

Corporate Governance Principles

Our Board highly values strong corporate governance principles and firmly believes that such principles create long-term value for our stockholders. Tenets of the strong corporate governance practices adopted by the Company include:

​	Board Independence and Composition	​	​
​	• Highly qualified board with a mix of experience, skills and viewpoints ​ • Director skill set aligned with corporate strategy ​ • Chair of the Board and Chief Executive Officer separate as of April 1, 2025 ​ • Effective lead independent director ​ • 82% of directors standing for election are independent ​				​	​

​	Board Performance	​	​
​	• Annual Board and committee self-evaluations ​ • Regular executive sessions at Board and committee meetings ​ • Strong alignment between Company performance and executive compensation ​ • Director onboarding and continuing education programs ​ • Commitment to overseeing our approach to ESG ​				​	​

​	Stockholder Rights	​	​	​	​	​
​	• Annual election of all directors ​ • No stockholder rights plan ​ • Majority voting for uncontested director elections ​ • No super voting or low voting stock ​ • Proposing elimination of all supermajority voting requirements ​				​	​

Board and Committee Structure

Board Leadership Structure

The Board believes that it should have the flexibility to select the Chair of the Board and CEO in the way that it believes best to provide appropriate leadership for the Company at any given time. Therefore, the Board does not have a policy on whether the same person should serve as both the CEO and Chair of the Board or, if the roles are separate, whether the Chair should be selected from the non-employee directors or should be an employee. Our corporate governance guidelines require the Board to elect a lead director from its independent directors whenever the Chair is an employee of the Company or a non-independent member of the Board.

Each year, the Nominating and Corporate Governance Committee recommends who should serve as Chair of the Board and, if the recommended Chair is not independent, who should serve as lead independent director. When recommending who should serve as Chair, the Nominating and Corporate Governance Committee assesses the skill set and qualifications that it believes are important for the Chair to possess and discusses who would most effectively lead the Board. The Board considers this recommendation when electing a Chair and, if necessary, a lead independent director.

Currently, we have one individual, Mr. Altabef, serving as Chair of the Board and CEO. The Board believes that because Mr. Altabef has unique and extensive experience and understanding of our business, he is well situated to lead and execute strategy and business plans to maximize stockholder value by having a combined role of Chair of the Board and CEO. Because Mr. Altabef is not independent, Mr. Davis serves as our lead independent director.

On December 5, 2024, the Board promoted Mr. Thomson to CEO and elected Mr. Thomson as a director of the Company, both effective on the Transition Date. Mr. Altabef will remain Chair of the Board from the Transition Date, subject to his re-election at the Annual Meeting. In this role, he will serve as Chair and facilitate the CEO transition. Because Mr. Altabef is not independent, Mr. Davis will continue to serve as our lead independent director, subject to his re-election at the Annual Meeting. The Board believes that having Mr. Altabef remain as Chair after his transition out of the CEO role will provide the Company with strong board leadership and oversight, given Mr. Altabef has demonstrated the strong leadership and vision necessary to drive our strategies and achieve our objectives for more than ten years.

As Chair of the Board, Mr. Altabef will have the following responsibilities, among others:

•

Call Board and stockholder meetings;

​

•

Preside over Board and stockholder meetings;

​

•

Work with the lead independent director and the CEO to develop meeting agendas and ensure critical issues are addressed;

​

•

Facilitate the flow of information between the Board and senior management; and

​

•

Provide advice, counsel and feedback to the CEO.

​

As lead independent director, Mr. Davis will have the following responsibilities, among others:

•

Serve as a liaison between the independent directors and the CEO and Chair of the Board and senior management to report or raise matters;

​

•

Preside over meetings of the independent directors and, as appropriate, provide prompt feedback to the CEO and Chair of the Board;

​

•

Call meetings and set agendas for executive sessions of the independent directors;

​

•

Serve as a trusted advisor and mentor to the CEO and Chair of the Board;

​

•

Take a leading role in the Board’s evaluation of the CEO and succession planning;

​

•

Chair Board meetings when the Chair of the Board is not present or when there is a potential conflict of interest; and

​

•

Perform such other duties and responsibilities as may be delegated to the lead independent director by the Board from time to time.

​

Given our current circumstances and the CEO transition, we believe separating the roles of CEO and Chair of the Board, as well as having a lead independent director, is the most appropriate structure for us and our stockholders. We believe this structure will allow Mr. Altabef to provide additional leadership to enhance the effectiveness and performance of the Board, as well as support to the CEO and senior management of the Company. The lead independent director will enhance the Board’s independent oversight of management of the Company and protect the role of the independent directors by providing leadership to the independent directors and working closely with the CEO and Chair of the Board.

The Board evaluates our board leadership structure to ensure it remains appropriate for us. The Board recognizes that there may be circumstances in the future that would lead it to re-combine the roles of CEO and Chair of the Board but believes that the absence of a policy requiring either the combination or separation of the roles of Chair and CEO provides the Board with the flexibility to determine the best leadership structure for us.

Board Committees

The Board has four standing committees: (1) Audit and Finance, (2) Compensation and Human Resources, (3) Nominating and Corporate Governance, and (4) Security and Risk. The specific functions and responsibilities of each committee are set forth in its charter, which is available on the Company’s website at www.unisys.com/investor-relations/corporate-governance and is also available in print to any stockholder who requests it.

The composition of each standing committee following the 2025 Annual Meeting of Stockholders is set forth below:

   Chair         Member

(1)

Mr. Roberts is currently the chair of the Compensation and Human Resources Committee. He will retire from the Board at the Annual Meeting. A successor chair of the Compensation and Human Resources Committee has not yet been appointed by the Board as of the date of this Proxy Statement.

​

​

(1)

Mr. Roberts will remain chair of the Compensation and Human Resources Committee until his retirement at the 2025 Annual Stockholder Meeting.

​

​

(1)

Mr. Roberts will remain a member of the Nominating and Corporate Governance Committee until his retirement at the 2025 Annual Stockholder Meeting.

​

Director Engagement

Board Meetings and Attendance; Executive Sessions

The Board held nine meetings in 2024. During 2024, all directors attended at least 75% of the total number of meetings of the Board and standing committees on which they served (held during the period when the director served).

It is our policy that all directors should attend the annual meeting of stockholders. All of our current directors who were directors at the time of the 2024 annual meeting of stockholders (the “2024 annual meeting”) attended that meeting.

In general, the non-employee directors meet in executive session at all regularly scheduled Board and committee meetings. They may also meet in executive session at any time upon request. If the Chair of the Board is an employee of the Company, the lead independent director presides at executive sessions. If the Chair is not an employee, the Chair presides at executive sessions. Currently, Mr. Davis, as the lead independent director, presides at executive sessions.

Annual Board and Committee Self-Evaluations

The Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively. In addition, each committee conducts an annual self-evaluation of its performance and reports on its findings annually to the Board.

Board’s Role in Corporate Oversight

Strategic Oversight

In its oversight role, the Board annually reviews our strategic and operating plans. Each year, the Board meets with our leadership team during a meeting dedicated to discussing our strategy for the coming year in light of our longer-term strategic goals. During these sessions, the leaders of our businesses provide the Board with their view of the key risks and opportunities facing each business unit, and the Board provides guidance and advice to management regarding the formulation and implementation of our strategic goals. Once the business strategy has been determined, it is the responsibility of management to execute the strategy in alignment with our operating plan. The Board monitors management’s performance against our strategic goals by receiving regular updates from management, actively engaging in dialogue with our senior leaders, and reviewing our performance against our operating plan.

Board and Committee Oversight of Enterprise Risk

Enterprise risk management (“ERM”) is an integral part of our business processes. The leadership team is primarily responsible for establishing policies and procedures designed to identify, assess and manage the Company’s material short-, intermediate-, and long-term risks. Management has an ERM committee, comprised of the members of our leadership team and supported by other executives with subject-matter expertise, that provides oversight of enterprise risks and our processes to identify, measure, monitor, manage and mitigate these risks. We regularly engage outside advisors, as appropriate, to assist in the identification and evaluation of risks. Our risk oversight processes and disclosure controls and procedures are designed to appropriately escalate key risks for the Security and Risk Committee and the Board, as well as to analyze potential risks for disclosure.

The Security and Risk Committee oversees the ERM process, including reviews of the most significant risks the Company faces and the manner in which our management manages these risks, and regularly reports and escalates key risks to the Board. In accordance with NYSE Corporate Governance Standards, the Audit and Finance Committee charter assigns to the Audit and Finance Committee the responsibility to discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Security and Risk Committee charter separately assigns to the Security and Risk Committee the responsibility to review our policies and procedures with respect to risk assessment and risk management. Annually, we conduct a formal risk assessment of our business, which includes input from key business unit and functional leaders as well as our directors that provides the basis for the Audit and Finance Committee’s, the Security and Risk Committee’s and the Board’s risk review and oversight process. Our Board and its committees routinely receive reports from significant business units and functions, and these presentations include a discussion of the business, regulatory, compliance, operational, and other risks associated with planned strategies and tactics. The Board adopted a framework pursuant to which it delegated oversight for certain categories of enterprise risks to each of its standing committees, as discussed above and shown below. Each committee provides periodic reports to the Board regarding its oversight of these enterprise risks. This structure enables the Board and its committees to coordinate the risk oversight role.

ESG and HCM Oversight

At Unisys, we understand our responsibility to the world around us as well as to our people. We demonstrate the importance of this responsibility by ensuring that our Board, either directly or through its committees, has oversight of ESG and HCM matters. Under its charter, the Nominating and Corporate Governance Committee is responsible for reviewing our report regarding ESG and CSR matters. Among its other responsibilities, the Compensation and Human Resources Committee periodically reviews our human capital and people strategy for achieving our short- and long-term performance and growth objectives, including our recruitment, retention, development and internal communications programs.

Communications with our Directors

Stockholders and other interested parties may send communications to the Board, the lead independent director or to the non-employee directors as a group by writing to them c/o Secretary, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422. All communications directed to Board members will be delivered to them.

Other Governance Policies and Procedures

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines. The full text of these guidelines is available on the Company’s website at www.unisys.com/investor-relations/corporate-governance and is also available in print to any stockholder who requests it.

Outside Directorships

The Nominating and Corporate Governance Committee considers each director’s ability to dedicate sufficient time, energy and attention to the fulfillment of their duties when it nominates directors each year. In 2024, we updated our Corporate Governance Guidelines with respect to our overboarding requirements for non-management directors, informed by evolving investor preferences and policies on director time commitments. Our revised Corporate Governance Guidelines currently state that non-management directors should not serve on more than four other public company boards in addition to the Unisys Board.

Code of Ethics and Business Conduct

The Unisys Code of Ethics and Business Conduct applies to all employees, officers (including the CEO, CFO and CAO and controller) and directors. The code is posted on the Company’s website at https://www.unisys.com/about-unisys/compliance-and-ethics/ and is also available in print to any stockholder who requests it. The Company intends to post amendments to or waivers from the Code (to the extent applicable to the Company’s CEO, CFO or CAO or controller) at this location on its website.

Related Party Transactions

The Company is required to disclose any transactions since the beginning of 2024 (or any currently proposed transaction) in which the Company was a participant, the amount involved exceeds $120,000 and a director or executive officer, any immediate family member of a director or executive officer or any person or group beneficially owning more than 5% of the Company’s common stock had a direct or indirect material interest. We do not have any such transactions to report.

Currently, we have not adopted a policy specifically directed at the review, approval or ratification of related party transactions required to be disclosed. However, under the Unisys Code of Ethics and Business Conduct, all employees, officers and directors are required to avoid conflicts of interest. Employees (including officers) must review with and obtain the approval of, their immediate supervisor and the Company’s chief compliance officer or their delegate any situation (without regard to dollar amount) that may involve a conflict of interest. Directors should raise possible conflicts of interest with the CEO or the general counsel. The code of ethics defines a conflict of interest as any relationship, arrangement, investment or situation in which loyalties are divided between Unisys interests and personal interests and specifically notes involvement (either personally or through a family member) in a business that is a competitor, supplier or client of the Company as a particularly sensitive area that requires careful review.

Compensation Committee Interlocks and Insider Participation

In 2024, the members of our Compensation and Human Resources Committee were Matthew J. Desch, Deborah Lee James, Troy Richardson, Roxanne Taylor and Lee D. Roberts(1), our chair of the Compensation and Human Resources Committee. None of the members of our Compensation and Human Resources Committee were at any time during 2024 or at any other time an officer or employee of the Company or any of its subsidiaries, and none had or have any relationships with the Company that are required to be disclosed under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers has served as a member of the Board or as a member of the compensation or similar committee of any entity that has one or more executive officers who served on our Board or our Compensation and Human Resources Committee.

(1)

Mr. Roberts is currently the chair of the Compensation and Human Resources Committee. He will retire from the Board at the Annual Meeting. A successor chair of the Compensation and Human Resources Committee has not yet been appointed by the Board as of the date of this Proxy Statement.

​

Compensation of Directors

Our current compensation program for non-employee members of the Board is summarized below:

​

(1)

Following the Transition Date, Mr. Altabef will be entitled to receive an additional cash retainer of  $50,000 for service as Chair of the Board.

​

Under our Corporate Governance Guidelines, our leadership team reports to the Compensation and Human Resources Committee annually on the status of Board compensation in relation to our peer group of companies. Changes in Board compensation, if any, originate with the Compensation and Human Resources Committee but are approved by the full Board following discussion. Particular attention is paid to structuring Board compensation in a manner aligned with stockholder interests. In this regard, a meaningful portion of a director’s compensation is provided in the form of equity. It is expected that directors will not, except in rare circumstances approved by the Board, draw any consulting, legal or other fees from the Company other than directors’ fees. In no event shall any member of the Audit and Finance Committee receive any compensation from the Company other than directors’ fees.

At a meeting of the Board on February 12, 2025, the Board approved an annual equity grant to each non-employee director, effective on February 24, 2025. For each non-employee director, the grant was for a number of shares of Unisys common stock determined by dividing $200,000 by the fair market value of a share of Unisys common stock on the effective date of the grant and rounding up to the nearest whole share. As a result, on February 24, 2025, each non-employee director as of that date received an annual grant of 44,643 shares.

Directors may defer receipt of the shares underlying their shares until termination of service, or until a specified date, under our deferred compensation plan for directors.

The annual cash retainers described above are paid in monthly installments. Directors may defer until termination of service, or until a specified date, all or a portion of their cash fees under our deferred compensation plan for directors. Under this plan, any deferred cash amounts and earnings or losses thereon (calculated by reference to investment options available under the Unisys Savings Plan and selected by the director) are recorded in a memorandum account maintained for each director. Directors do not have the right to vote with respect to any deferred stock units. The right to receive future payments of deferred cash accounts is an unsecured claim against the Company’s general assets.

Directors who are employees of the Company do not receive any additional compensation for their services as directors.

Director Compensation Table

The following table provides a summary of the compensation of non-employee directors serving during 2024:

​

(1)

Includes amounts that have been deferred under the deferred compensation plan for directors.

​

(2)

Amounts shown are the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the assumptions made in such valuation, see note 19 to our 2024 financial statements included in the Annual Report. Includes awards that have been deferred under the deferred compensation plan for directors.

​

(3)

Amount shown includes reimbursement for a life insurance policy premium.

​

(4)

Mr. Roberts will remain chair of the Compensation and Human Resources Committee and a member of the Nominating and Corporate Governance Committee until his retirement at the 2025 Annual Stockholder Meeting.

​

(5)

The Corporation made a charitable donation in the amount of  $34,000 to Medical Mission on behalf of Mr. Roberts.

​

Stock Ownership Guidelines

Under our stock ownership guidelines, directors are expected to own Unisys stock or stock units having a value equal to five times their annual cash retainer for their service as a director (currently, $425,000) within five years after the director’s date of initial election or appointment to the Board. As of December 31, 2024, all directors are compliant with the exception of those who were first elected or appointed in the last five years and have a grace period before they are required to be in compliance. The number of shares owned by each director is set forth in the stock ownership table on page 88.