Unisys Corp Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: UIS · Form: DEF 14A · Filed: Mar 22, 2024 · CIK: 746838

Unisys Corp DEF 14A Filing Summary
FieldDetail
CompanyUnisys Corp (UIS)
Form TypeDEF 14A
Filed DateMar 22, 2024
Risk Level
Pages15
Reading Time18 min
Key Dollar Amounts$70 million, $2,015.4M, $160 million, $700 million, $500 million
Sentimentbullish

Sentiment: bullish

Topics: Unisys, DEF 14A, Proxy Statement, Annual Meeting, Corporate Governance

TL;DR

<b>Unisys Corporation filed its Definitive Proxy Statement, highlighting a stronger 2023 performance and positive momentum for 2024.</b>

AI Summary

UNISYS CORP (UIS) filed a Proxy Statement (DEF 14A) with the SEC on March 22, 2024. Unisys Corporation filed its Definitive Proxy Statement (DEF 14A) on March 22, 2024. The filing covers the period ending May 1, 2024. The company reported ending fiscal year 2023 as a stronger entity with a dynamic pipeline and solutions resonating with clients. Unisys exceeded its upwardly revised revenue and profitability guidance for fiscal year 2023. The company highlighted strong growth in contract signings and client engagement with its Next-Gen Solutions.

Why It Matters

For investors and stakeholders tracking UNISYS CORP, this filing contains several important signals. This filing provides shareholders with crucial information regarding the upcoming annual meeting, including proposals, director nominations, and executive compensation, enabling informed voting decisions. The company's commentary on its 2023 performance and 2024 outlook, particularly regarding revenue, profitability, and contract signings, offers insights into its strategic direction and potential future value.

Risk Assessment

Risk Level: — UNISYS CORP shows moderate risk based on this filing. The filing is a routine proxy statement with no immediate negative financial or operational disclosures, indicating a stable, albeit standard, corporate update.

Analyst Insight

Shareholders should review the proposals and director elections detailed in the proxy statement to exercise their voting rights effectively.

Key Numbers

  • 2023 — Fiscal Year (Year of reported performance)
  • 1231 — Fiscal Year End (Company's fiscal year end date)
  • 19861204 — Date of Name Change (Date Unisys Corporation changed its name from Burroughs Corp /DE/)

Key Players & Entities

  • UNISYS CORP (company) — Registrant
  • BURROUGHS CORP /DE/ (company) — Former Company Name
  • 2024-03-22 (date) — Filing Date
  • 2024-05-01 (date) — Period of Report
  • 2159864011 (phone_number) — Business Phone

FAQ

When did UNISYS CORP file this DEF 14A?

UNISYS CORP filed this Proxy Statement (DEF 14A) with the SEC on March 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by UNISYS CORP (UIS).

Where can I read the original DEF 14A filing from UNISYS CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by UNISYS CORP.

What are the key takeaways from UNISYS CORP's DEF 14A?

UNISYS CORP filed this DEF 14A on March 22, 2024. Key takeaways: Unisys Corporation filed its Definitive Proxy Statement (DEF 14A) on March 22, 2024.. The filing covers the period ending May 1, 2024.. The company reported ending fiscal year 2023 as a stronger entity with a dynamic pipeline and solutions resonating with clients..

Is UNISYS CORP a risky investment based on this filing?

Based on this DEF 14A, UNISYS CORP presents a moderate-risk profile. The filing is a routine proxy statement with no immediate negative financial or operational disclosures, indicating a stable, albeit standard, corporate update.

What should investors do after reading UNISYS CORP's DEF 14A?

Shareholders should review the proposals and director elections detailed in the proxy statement to exercise their voting rights effectively. The overall sentiment from this filing is bullish.

How does UNISYS CORP compare to its industry peers?

Unisys Corporation operates in the computer integrated systems design industry, providing IT solutions and services to large organizations.

Are there regulatory concerns for UNISYS CORP?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

Industry Context

Unisys Corporation operates in the computer integrated systems design industry, providing IT solutions and services to large organizations.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

  1. Review the proposals presented for shareholder vote.
  2. Evaluate the nominated directors and their qualifications.
  3. Examine executive compensation details and rationale.

Key Dates

  • 2024-03-22: Filing Date — Definitive Proxy Statement filed
  • 2024-05-01: Period of Report — Reporting period for the proxy statement

Glossary

DEF 14A
Definitive Proxy Statement (Standard SEC filing for annual meetings, providing shareholder information.)
New Business
New logo, new scope, and expansion of services. (Key metric for Unisys' growth strategy and client acquisition.)
Next-Gen Solutions
Advanced solutions in areas like cloud, data, AI, and digital workplace. (Represents Unisys' focus on modern technology offerings and client innovation.)

Year-Over-Year Comparison

This is the initial filing of the Definitive Proxy Statement for the 2024 annual meeting; comparisons to prior filings are not directly available from this document alone.

Filing Stats: 4,378 words · 18 min read · ~15 pages · Grade level 15.3 · Accepted 2024-03-22 16:15:40

Key Financial Figures

  • $70 million — w performance, which improved by nearly $70 million year-over-year. During 2023, our reve
  • $2,015.4M — a Percentage of Revenue 2023 Actual $2,015.4M 3.8% 7.0% (21.4)% 14.2% The global
  • $160 million — increased during 2023 by approximately $160 million to approximately $700 million. Approxim
  • $700 million — oximately $160 million to approximately $700 million. Approximately, $70 million of this inc
  • $500 million — ansferred an aggregate of approximately $500 million in pension liabilities to a third-party
  • $74.2 m — In 2023, we had operating cash flow of $74.2 million, ($4.5) million of free cash flow
  • $4.5 — operating cash flow of $74.2 million, ($4.5) million of free cash flow and $43.5 mi
  • $43.5 million — n, ($4.5) million of free cash flow and $43.5 million of pre-pension free cash flow. We had a
  • $387.7 million — on free cash flow. We had approximately $387.7 million in cash and cash equivalents on the bal
  • $1.25 million — sed shares. CEO LTI target reduced by $1.25 million to reflect his commitment to the Compan

Filing Documents

Executive Compensation Overview

Executive Compensation Overview 5 Compensation Mix 6 Stockholder Outreach 6 2023 Compensation Highlights 7 Compensation Best Practices 7 Proposal 1–Election of Directors 9 Board Overview 9 Director Independence 11 Information Regarding Nominees 12 Director Nomination Process 23 Stockholder Nominations of Director Candidates 23 Corporate Governance 24 Corporate Governance Principals 24 Board and Committee Structure 24 Director Engagement 28 Board's Role in Corporate Oversight 28 Other Governance Policies and Procedures 31 Compensation of Directors 32 Proposal 2–Advisory Vote to Approve Executive Compensation 34 Compensation Discussion & Analysis 35 2023 Executive Compensation Program 46 Compensation and Human Resources Committee Report 53

Executive Compensation Tables

Executive Compensation Tables 54 CEO Pay Ratio 62 Pay Versus Performance 62 Proposal 3–Ratification of the Selection of Independent Registered Public Accounting Firm 66 Independent Registered Public Accounting Firm Fees & Services 67 Pre-Approval Policies and Procedures 67 Audit and Finance Committee Report 68 Proposal 4–Approve of the Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan 69 General 69 Why Stockholders Should Approve The 2024 Equity Plan 70 Key Plan Features 70 Plan Summary 71 U.S. Federal Income Tax Consequences 75

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 77 Section 16(a) Beneficial Ownership Reporting Compliance 78 Equity Compensation Plan Information 78 Annual Meeting Information 79 Information About the Meeting and Voting 79 Voting Procedures and Revocability of Proxies 81 Internet Availability of Proxy Materials; Multiple Sets of Proxy Materials 82 Virtual Meeting Webcast 82 Required Vote 83 General Matters 84 Cautionary Statement Regarding Forward-Looking Information 84 Policy on Confidential Voting 84 Stockholder Proposals and Nominations 84 Householding of Proxy Materials 85 Annual Report 85 Other Matters 85 Appendix A 87 Appendix B 89 TABLE OF CONTENTS 2024 Proxy Statement 1 Proxy Summary This summary highlights selected information relevant for voting at the Annual Meeting. This summary does not contain all of 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 2023 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 that agile technology can inspire breakthroughs that propel organizations into the future every day. No matter the industry, we work together with clients around the world to drive innovation through digital workplace, cloud, enterprise computing and business process solutions. From our origins dating back to 1873 through the formation of Unisys in 1986, we have built a legacy of innovation and reputation of trust.

Executive Compensation Overview

Executive Compensation Overview The Unisys executive compensation program includes 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 35 of this Proxy Statement." Target Mix Element CEO Other NEOs Description Why is it provided Fixed Base Salary Paid in cash Provides a competitive fixed rate of pay relative to similar positions in the market Enables the Company to attract and retain critical executive talent Variable, At-risk Short-Term Incentives ("STI") Paid annually in cash under the Executive Variable Compensation ("EVC") Plan Focuses NEOs on achieving rigorous annual performance goals aligned with the Company's annual operating plan to drive stockholder value creation Long-Term Incentives ("LTI") Paid under the LTI Plan using a combination of equity and cash 2/3 dependent on performance metrics and 1/3 time-based Focuses NEOs on longer-term goals strongly aligned to drive stockholder value creation, as well as support the Company's leadership retention strategy TABLE OF CONTENTS 6 | Proxy Summary Compensation Mix The charts below show the total target compensation mix of our CEO and our other NEOs. 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 target compensation is "at-risk" (84% for our CEO and an average of 76% 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, seni

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