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): January 22, 2019
(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 January 22, 2019, the company’s Board of Directors elected Lisa A. Hook as a director of the company effective as of February 15, 2019. There are no arrangements or understandings between Ms. Hook and any other person pursuant to which Ms. Hook was elected a director. The company is not aware of any transaction with Ms. Hook that would require disclosure under Item 404(a) of Regulation S-K. Ms. Hook 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, except that, effective January 1, 2019, the annual retainer paid to non-employee directors has been increased to $85,000. Ms. Hook has not yet been granted any restricted stock units in connection with her election as a director. A press release announcing the election of Ms. Hook 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 January 23, 2019 announcing the election of Lisa A. Hook.
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: January 24, 2019
/s/ Gerald P. Kenney
Gerald P. Kenney
Senior Vice President,
General Counsel and Secretary
Unisys Names Lisa A. Hook to Board of Directors
BLUE BELL, Pa., January 23, 2019 - Unisys Corporation (NYSE: UIS) today announced that Lisa A. Hook has been elected to the Unisys board of directors, effective February 15, 2019.
Hook brings to Unisys more than three decades of management experience in media, entertainment and information businesses. Most recently, she served as president and chief executive officer at Neustar, Inc., a Sterling, Va.-based, global information services provider of which she remains a director.
“It is a pleasure to join the Unisys board,” said Hook. “I look forward to working with the company to further its success in building better and more secure outcomes for its clients.”
Prior to joining Neustar, Hook served in executive positions at SunRocket, Inc.; AOL, Inc.; Time Warner, Inc.; and Viacom International, Inc. Hook serves on the President’s National Security Telecommunications Advisory Committee (NSTAC).
Hook also serves on the boards of Philip Morris International and Worldpay Inc. She is a graduate of Duke University, where she earned a Bachelor of Arts, and the Dickinson School of Law at Penn
State University, where she earned a Juris Doctorate.
“We enthusiastically welcome Lisa to the Unisys board,” Altabef said. “Her experience in leading Neustar and expertise in the field of analytics will help guide Unisys and contribute to our ongoing initiative to embed leading, real-time analytics in our solutions. I look forward to working with Lisa on the Unisys board.”
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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Tony Buglione, Unisys, 215-274-1942
RELEASE NO.: 0123/9638
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.