UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) May 1, 2014
_________________________________________________________________________
UNISYS CORPORATION
_________________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-8729 38-0387840
_________________________________________________________________________
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
801 Lakeview Dr.
Suite 100
Blue Bell, Pennsylvania 19422
_________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(215) 986-4011
_________________________________________________________________________
(Registrant's telephone number, including area code)
N/A
_________________________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
\ \ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
\ \ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
\ \ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)
\ \ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
(a) On May 2, 2014, the Company filed a Certificate of Elimination
with the Secretary of State of Delaware effecting the elimination of the
Certificate of Designations, Preferences and Rights of the Company's
6.25% Mandatory Convertible Preferred Stock, Series A (the "Mandatory
Convertible Preferred Stock"). As of May 2, 2014, no shares of Mandatory
Convertible Preferred Stock were outstanding.
The Certificate of Elimination is attached to this report as Exhibit 3.1
and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company's 2014 annual meeting of stockholders (the "Annual
Meeting") was held on May 1, 2014.
(b) The following matters were voted upon at the Annual Meeting and
received the following votes:
(1) Election of Directors as follows:
Name Votes For Votes Abstentions Broker Non-
Against Votes
-------------------------------------------------------------------------
Jared L. Cohon 33,415,700 439,803 118,935 7,984,238
J. Edward
Coleman 32,938,937 873,190 162,311 7,984,238
Alison Davis 33,274,781 584,684 114,973 7,984,238
Nathaniel A.
Davis 32,588,243 1,265,229 120,966 7,984,238
Denise K.
Fletcher 32,692,933 1,152,534 128,971 7,984,238
Leslie F.
Kenne 33,198,107 646,719 129,612 7,984,238
Lee D. Roberts 33,050,734 804,637 119,067 7,984,238
Paul E. Weaver 33,414,932 442,915 116,591 7,984,238
(2) A proposal to ratify the selection of KPMG LLP as the company's
independent registered public accounting firm for 2014 - 41,680,757 votes
for; 127,039 votes against; 150,880 abstentions.
(3) An advisory vote on executive compensation - 32,931,097 votes for;
849,953 votes against; 193,388 abstentions; 7,984,238 broker non-votes.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is being filed herewith:
3.1 Certificate of Elimination filed with the Secretary of State
of the State of Delaware on May 2, 2014.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
UNISYS CORPORATION
Date: May 2, 2013 By: /s/ Gerald P. Kenney
---------------------
Gerald P. Kenney
Senior Vice President,
General Counsel and
Secretary
EXHIBIT INDEX
-------------
Exhibit
No.
------
3.1 Certificate of Elimination filed with the Secretary of State
of the State of Delaware on May 2, 2014.
CERTIFICATE OF ELIMINATION
OF
6.25% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES A
OF
UNISYS CORPORATION
Pursuant to Section 151(g) of the General Corporation Law of the
State of Delaware (the "DGCL"), Unisys Corporation, a corporation
organized and existing under the laws of the State of Delaware (the
"Corporation"), hereby certifies as follows:
1. On February 28, 2011, the Corporation filed a Certificate of
Designations, Preferences and Rights of 6.25% Mandatory Convertible
Preferred Stock, Series A (the "Certificate of Designations") with
respect to such 6.25% Mandatory Convertible Preferred Stock, Series A
(the "Mandatory Convertible Preferred Stock") with the Secretary of State
of the State of Delaware.
2. No shares of Mandatory Convertible Preferred Stock are outstanding,
and no shares will be issued subject to such Certificate of Designations.
3. On May 1, 2014, the Board of Directors adopted the following
resolutions:
"RESOLVED, that none of the authorized shares of 6.25% Mandatory
Convertible Preferred Stock, Series A (the "Mandatory Convertible
Preferred Stock") of the Corporation are outstanding and none of the
shares of the Mandatory Convertible Preferred Stock will be issued.
RESOLVED, that all matters set forth in the Certificate of Designations,
Preferences and Rights of the Mandatory Convertible Preferred Stock shall
be eliminated from the Corporation's Restated Certificate of
Incorporation, as amended, effective upon the filing of a certificate to
such effect with the Secretary of State of the State of Delaware.
RESOLVED, that the officers of the Corporation are authorized and
directed to file a certificate setting forth these resolutions with the
Secretary of State of the State of Delaware pursuant to the provisions of
Section 151(g) of the General Corporation Law of the State of Delaware
for the purpose of eliminating from the Restated Certificate of
Incorporation, as amended, of the Corporation all reference to the
Mandatory Convertible Preferred Stock."
4. Pursuant to the provisions of Section 151(g) of the DGCL, all
references to the Mandatory Convertible Preferred Stock in the Restated
Certificate of Incorporation, as amended, of the Corporation are hereby
eliminated, and the shares that were designated to such series are hereby
returned to the status of authorized but unissued shares of preferred
stock of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Elimination to be signed on its behalf by its duly authorized officer on
this 2nd day of May, 2014.
UNISYS CORPORATION
By: /s/ Gerald P. Kenney
----------------
Name: Gerald P. Kenney
Title: Senior Vice President, General Counsel and Secretary