SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 18, 2018
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
(Commission File Number)
801 Lakeview Drive, Suite 100
Blue Bell, Pennsylvania 19422
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 18, 2018, the company’s Board of Directors elected Matthew J. Desch as a director of the company. There are no arrangements or understandings between Mr. Desch and any other person pursuant to which Mr. Desch was elected a director. The company is not aware of any transaction with Mr. Desch that would require disclosure under Item 404(a) of Regulation S-K. Mr. Desch will participate in the standard non-employee director compensation arrangements described under the heading “Compensation of Directors” in the company’s 2018 proxy statement, which was filed with the SEC on March 16, 2018. Mr. Desch has not yet been granted any restricted stock units in connection with his election as a director. A press release announcing the election of Mr. Desch to the Board is attached as Exhibit 99 to this report.
Item 9.01. Financial Statements and Exhibits
(d) The following Exhibit is filed herewith:
Exhibit 99 Press Release dated December 19, 2018 announcing the election of Matthew J. Desch.
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.
Date: December 19, 2018
/s/ Gerald P. Kenney
Gerald P. Kenney
Senior Vice President,
General Counsel and Secretary
Unisys Names Matthew J. Desch to Board of Directors
BLUE BELL, Pa., December 19, 2018 - Unisys Corporation (NYSE: UIS) today announced that Matthew J. Desch has been elected to the Unisys board of directors, effective January 1, 2019.
Desch has served as chief executive officer and a director of Iridium Communications Inc., a McLean, Va.-based, global mobile satellite communications company, since 2006.
Desch brings to Unisys extensive experience in government and in travel and transportation, which are core focus industries for Unisys.
“It is an honor to join the Unisys board,” said Desch. “I look forward to working with Unisys to accelerate the momentum the company is seeing in the marketplace as it delivers its security-first solutions.”
Prior to joining Iridium, Desch served as chief executive officer of Telcordia Technologies, Inc., a telecommunications software services provider that is now part of Ericsson. Previously, he spent 13 years at Nortel Networks Corporation, including as president of the company’s global wireless networks business. Desch serves on the President’s National Security Telecommunications
Advisory Committee (NSTAC) along with Unisys Chairman and CEO Peter Altabef.
Desch is a graduate of The Ohio State University, where he earned a Bachelor of Science in Computer Science, and the University of Chicago, where he earned a Master of Business Administration.
“I am delighted to welcome Matt to the Unisys board,” Altabef said. “His experience in transforming Iridium into the success story it has become will help Unisys navigate our ongoing transformation. In addition, his expertise with the Internet of Things (IoT) will help Unisys drive its Safe Cities initiative, the focus of which includes supporting governments around the world in
protecting the security of IoT-enabled devices. It will be a pleasure to work with Matt on the Unisys board as we seek to deliver secure outcomes for our clients.”
Unisys is a global information technology company that builds high-performance, security-centric solutions for the most demanding businesses and governments on Earth. Unisys offerings include security software and services; digital transformation and workplace services; industry applications and services; and innovative software operating environments for high-intensity enterprise computing. For more information on how Unisys builds better outcomes securely for its clients across the Government, Financial Services and Commercial markets, visit www.unisys.com.
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Brian Daly, Unisys, 215-274-1376
RELEASE NO.: 1219/9632
Unisys and other Unisys products and services mentioned herein, as well as their respective logos, are trademarks or registered trademarks of Unisys Corporation. Any other brand or product referenced herein is acknowledged to be a trademark or registered trademark of its respective holder.