UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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 the appropriate box):

Unisys Corporation

801 Lakeview Drive, Suite 100

Blue Bell, PA 19422

March 12, 2021

Dear Fellow Stockholder:

It is my pleasure to invite you to the Unisys 2021 Annual Meeting of Stockholders. This year’s meeting will be held on Friday, April 23, 2021 and will begin at 8:00 a.m., Eastern time. Due to the ongoing public health impact of the COVID-19 pandemic, the annual meeting will be held entirely online. You will be able to attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/UIS2021, where you will be able to listen to the meeting live, submit questions, and vote.

2020 was a year like no other, but we emerged from it in a strong position, with significant improvements to capital structure and liquidity during the year and full year revenue and non-GAAP operating profit margin that exceeded company expectations. We accomplished a number of major initiatives during 2020, including the sale of our U.S. Federal business, a $485 million senior secured notes offering, significant reduction of our pension obligations, and development of our revised operating strategy. Our new business unit structure is in place as of the beginning of 2021, and we are excited to continue making progress with our enhanced focus on higher-growth, higher-margin markets and solutions going forward.

We are pleased to continue our practice of making proxy materials available to our stockholders over the Internet. We believe that doing so allows us to provide you with the information you need, while reducing our printing and mailing costs and helping to conserve natural resources. Stockholders who continue to receive paper copies of proxy materials may help us to reduce costs further by opting to receive future proxy materials by email. You may register for electronic delivery of future proxy materials by following the instructions on either the enclosed proxy/voting instruction card or the Notice of Internet Availability of Proxy Materials that you received in the mail.

Your vote is important. Whether or not you plan to attend the annual meeting, I urge you to take a moment to vote on the items in this year’s proxy statement. Voting takes only a few minutes, and it will ensure that your shares are represented at the meeting.

Sincerely,

Peter A. Altabef

Chair and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 23, 2021

Unisys Corporation will hold its 2021 Annual Meeting of Stockholders on Friday, April 23, 2021 at 8:00 a.m., Eastern time, to:

The annual meeting will be held entirely online due to the ongoing public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, associates and partners. 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. You will be able to attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/UIS2021, where you will be able to listen to the meeting live, submit questions, and vote. Only record holders of Unisys common stock at the close of business on March 8, 2021 will be entitled to vote at the annual meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder

Meeting to be Held on April 23, 2021:

The Company’s proxy statement and annual report are available at

www.proxyvote.com

TABLE OF CONTENTS

UNISYS CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

April 23, 2021

The Board of Directors of Unisys Corporation (the “Board of Directors” or the “Board”) solicits your proxy for use at the 2021 Annual Meeting of Stockholders to be held on April 23, 2021 and at any adjournments or postponements thereof. At the annual meeting, stockholders will be asked to (1) elect directors, (2) ratify the selection of the Company’s independent registered public accounting firm, (3) approve, on an advisory basis, the compensation of the Company’s named executive officers and (4) transact any other business properly brought before the meeting.

The record date for the annual meeting is March 8, 2021. Only holders of record of Unisys common stock as of the close of business on the record date are entitled to vote at the meeting. On the record date, 66,977,822 shares of common stock were outstanding. The presence, in person via webcast or by proxy, of a majority of those shares will constitute a quorum at the meeting.

This proxy statement, the proxy/voting instruction card and the annual report of Unisys, including the financial statements for 2020, are being made available to stockholders on or about March 12, 2021.

Internet Availability of Proxy Materials; Multiple Sets of Proxy Materials

Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission (the “SEC”), the Company has elected to provide stockholders access to its proxy materials over the Internet. Accordingly, the Company sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to most stockholders (other than those who previously requested electronic or paper delivery of proxy materials). The Notice includes instructions on how to access the proxy materials over the Internet, how to vote online and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Choosing to receive your future proxy materials by email will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company’s annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

If you hold shares of Unisys common stock in more than one account, you may receive more than one Notice or more than one set of proxy materials. Please be sure to vote all the shares that you own.

Voting Procedures and Revocability of Proxies

Your vote is important. Shares may be voted at the annual meeting only if you are present in person via webcast or represented by proxy. You can vote by proxy over the

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Internet by following the instructions provided in the Notice, or, if you request printed copies of the proxy materials by mail, you can also vote by submitting a proxy by mail or by telephone by following the instructions provided on the proxy/voting instruction card. If you have previously elected to receive proxy materials over the Internet, you should have already received email instructions on how to vote electronically.

You may revoke your proxy at any time before it is exercised by writing to the Corporate Secretary of Unisys, by timely delivery of a properly executed later-dated proxy (including an Internet or telephone vote) or by voting in person via webcast at the meeting.

The method by which you vote will in no way limit your right to vote at the meeting if you later decide to attend in person via webcast. If you are the beneficial owner of shares held in “street name” by a bank, broker or other holder of record, you may gain access to the meeting by following the instructions in the voting instruction card provided by your bank, broker of other nominee. You may not vote your shares electronically at the annual meeting unless you receive a valid proxy from your bank, brokerage firm, broker dealer or other nominee holder.

If you are a stockholder of record and you properly complete, sign and return your proxy, and do not revoke it, the proxy holders will vote your shares in accordance with your instructions. If your signed and returned proxy gives no instructions, the proxy holders will vote your shares (1) FOR the election of directors, (2) FOR the ratification of the selection of independent registered public accounting firm, (3) FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers, and (4) in their discretion on any other matters that properly come before the annual meeting.

If you are a beneficial owner of shares held in street name and you do not provide specific voting instructions to the organization that holds your shares, the organization will be prohibited under the current rules of the New York Stock Exchange (the “NYSE”) from voting your shares on “non-routine” matters. This is commonly referred to as a “broker non-vote”. The election of directors and the advisory resolution regarding the compensation of the Company’s named executive officers are considered “non-routine” matters and therefore may not be voted on by your bank or broker absent specific instructions from you. The ratification of the selection of independent registered public accounting firm is considered “routine” and therefore may be voted on by your bank or broker without instructions from you. Please instruct your bank or broker so your vote can be counted.

If you are a participant in the Unisys Savings Plan, the proxy/voting instruction card will serve as voting instructions to the plan trustee for shares of Unisys common stock credited to your account as of March 8, 2021. The trustee will vote those shares in accordance with your instructions if it receives your completed proxy by April 20, 2021. If the proxy is not timely received, or if you give no instructions on a matter to be voted upon, the trustee will vote the shares credited to your account in the same proportion as it votes those shares for which it received timely instructions from other participants.

Virtual Meeting Only

This year’s annual meeting will be held entirely online due to the ongoing public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, associates and partners. You will be able to attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/UIS2021, where you

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will be able to listen to the meeting live, submit questions, and vote. Only record holders of Unisys common stock at the close of business on March 8, 2021 will be entitled to vote or submit questions at the annual meeting.

Even if you plan to attend the annual meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the annual meeting.

Access to the Audio Webcast of the Annual Meeting. The live audio webcast of the annual meeting will begin promptly at 8:00 a.m. Eastern time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the annual meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time.

Log in instructions. To attend the online annual meeting, log in at www.virtualshareholdermeeting.com/UIS2021. Stockholders as of the record date will need their unique 16-digit control number, which appears on the Notice and the instructions that accompanied the proxy materials, in order to be able to be able to submit a question or vote at the meeting. If you are the beneficial owner of shares held in “street name” by a bank, broker or other holder of record, you may gain access to the meeting by following the instructions in the voting instruction card provided by your bank, broker of other nominee. You may not vote your shares electronically at the annual meeting unless you receive a valid proxy from your bank, brokerage firm, broker dealer or other nominee holder and those institutions will likely require your instructions to be submitted before the deadline listed above.

Submitting Questions prior to or at the Virtual Annual Meeting. If you would like to submit a question to be addressed during the question and answer portion of the annual meeting, you may do so in advance at www.virtualshareholdermeeting.com/UIS2021, or you may type it into the dialog box provided at any point during the virtual meeting (until the floor is closed to questions). We intend to answer questions submitted prior to or during the meeting that are pertinent to the Company and the meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

Technical Assistance. Beginning thirty minutes prior to the start of and during the annual meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the annual meeting website log-in page.

Availability of live webcast to associates and other constituents. The live audio webcast will be available to not only our stockholders, but also our associates and other constituents. An audio replay of the annual meeting, including the questions answered during the meeting, will be available at www.unisys.com/investor-relations until the 2022 Annual Meeting of Stockholders.

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Required Vote

Each share of Unisys common stock outstanding on the record date is entitled to one vote on each matter to be voted upon.

Election of Directors (Item 1). Directors will be elected by the vote of a majority of the votes cast at the meeting. This means that a nominee will be elected if the number of votes cast “FOR” his or her election exceeds 50% of the total number of votes cast with respect to that nominee’s election. Votes cast with respect to the election of directors do not include abstentions and broker non-votes.

Independent Registered Public Accounting Firm (Item 2). The proposal to ratify the selection of the Company’s independent registered public accounting firm will be approved if it receives the affirmative vote of a majority of shares present, in person or by proxy, and entitled to vote on the matter. Abstentions will have the same effect as a vote “Against” the proposal. There will be no broker non-votes for the proposal to ratify the selection of the Company’s independent registered public accounting firm since brokers will be entitled to vote on this “routine” proposal.

Advisory Vote to Approve Executive Compensation (Item 3). The advisory resolution to approve executive compensation will be approved if it receives the affirmative vote of a majority of shares present, in person or by proxy, and entitled to vote on the matter. Abstentions will have the same effect as a vote “Against” the proposal. Broker non-votes will not be included in the vote totals and therefore will have no effect on the advisory vote on executive compensation.

The advisory vote to approve executive compensation (Item 3) is not binding on the Company. However, the Company will review and consider the results of this advisory vote when making future executive compensation decisions.

ELECTION OF DIRECTORS

(Item 1)

Summary

The Board currently consists of eleven members, each of whose term expires at the annual meeting. Each of the eleven directors has been nominated for reelection for a term expiring at the 2022 annual meeting. Each of the nominees 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.

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The following charts highlight the balance in age and the diversity in tenure, gender and ethnicity of our director nominees. Also highlighted are the variety of background and experience of the director nominees. The Board believes that this balance and mix of diversity, background and experience will help bring broad and valuable perspectives to the Board that will lead to a well-functioning board of directors.

AGE

TENURE

DIVERSITY		INDEPENDENCE

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BACKGROUND AND EXPERIENCE

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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 are as follows.

The Board of Directors recommends a vote “FOR” all nominees.

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Board Meetings; Attendance at Annual Meetings

The Board of Directors held nine meetings in 2020. During 2020, 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 the Company’s policy that all directors should attend the annual meeting of stockholders. All of the Company’s current directors who were directors at the time of the 2020 annual meeting attended that meeting other than Mr. Roberts.

Independence of Directors

All of the Company’s directors and nominees for director other than Mr. Altabef meet the independence requirements prescribed by the NYSE and, in the case of members of the Audit and Finance Committee, also meet the audit committee independence requirements prescribed by the SEC. In assessing whether a director or 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 below in paragraph 2 of “Corporate Governance Guidelines”. All non-employee directors met these criteria in 2020.

Committees

The Board of Directors has a standing Audit and Finance Committee, Compensation Committee, Nominating and Corporate Governance Committee and Security and Risk Committee. The specific functions and responsibilities of each committee are set forth in its charter, which is available on the Company’s web site at www.unisys.com/governance and is also available in print to any stockholder who requests it.

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The current composition of each standing committee is set forth below:

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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 new Board members in the context of the current make-up 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, diversity, 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, the Nominating and Corporate Governance Committee considers diversity as one of a number of factors in identifying nominees for director. It does not,

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however, have a formal policy in this regard. The committee views diversity broadly to include diversity of experience, skills and viewpoint as well as traditional diversity concepts such as race and gender.

The Nominating and Corporate Governance Committee receives suggestions for new directors from a number of sources, including Board members. It also may, in its discretion, employ a third-party search firm to assist in identifying candidates for director. The committee will also consider recommendations for Board membership received from stockholders and other qualified sources. Recommendations on director candidates must be in writing and addressed to the Chair of the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422.

The full Board is responsible for final approval of new director candidates, as well as the nomination of existing directors for reelection. With respect to existing directors, prior to making its recommendation to the full Board, the Nominating and Corporate Governance Committee, in consultation with the Chair of the Board and Chief Executive Officer and lead director, reviews each director’s continuation on the Board as a regular part of the annual nominating process. Specific information on the qualifications of each of the Company’s directors is included above.

Communications with Directors

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

Board Leadership Structure

The Board believes that it should have the flexibility to make the selection of Chair of the Board and Chief Executive Officer in the way that it believes best to provide appropriate leadership for the Company at any given point in time. Therefore, the Board does not have a policy, one way or the other, 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. The Company’s corporate governance guidelines require the Board to elect a lead director from its independent directors whenever the Chair is an employee of the Company.

When the former non-executive Chair of the Board retired in 2018, the Nominating and Corporate Governance Committee conducted a process to assess the skill set and qualifications that each director believed was important for the Chair to possess and to discuss with each director who would most effectively lead the Board and also reviewed recommended best practices for corporate governance. As a result of this process, the Board determined that combining the positions of Chair and CEO and electing Mr. Altabef to serve as the Chair and Mr. Davis to serve as independent lead director best positions the Board and management to implement the Company’s strategy and deliver value to the Company’s stockholders. The Board believes that adopting this leadership structure provides independent board leadership and oversight while benefiting the Company by having Mr. Altabef, who has demonstrated the strong leadership and vision necessary to drive the Company’s strategies and achieve its objectives, also serve as Chair.

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Risk Oversight

In its oversight role, the Board of Directors annually reviews the Company’s strategic and operating plans, which address, among other things, the risks and opportunities facing the Company. The Board also has overall responsibility for executive officer succession planning and reviews succession plans each year. The Board has delegated certain risk management oversight responsibility to the Board committees. As part of its responsibilities as set forth in its charter, the Security and Risk Committee has oversight responsibilities with regard to the Company’s organization-wide security and enterprise risk management practices and is responsible for discussing with management the Company’s major financial risk exposures (other than with respect to financial reporting and executive compensation) and the steps management has taken to monitor and control those exposures, including the Company’s risk assessment and risk management policies. In this regard, the Company’s chief audit executive prepares annually a corporate risk assessment report and provides that report to the Board of Directors each year. This report identifies the material business risks (including strategic, operational, financial reporting and compliance risks) for the Company and identifies the controls and management initiatives that respond to and mitigate those risks. The Company’s management regularly evaluates these controls, and the chief audit executive periodically reports to the Security and Risk Committee regarding their design and effectiveness. The Audit and Finance Committee also receives quarterly reports from management on the Company’s compliance and ethics program, regularly reviews with management the Company’s financial arrangements, capital structure and the Company’s ability to access the capital markets, and oversees named plan fiduciaries responsible for the administration and the management and investment of the Company’s pension assets as well as the performance of pension plan investments. As part of its responsibilities as set forth in its charter, the Compensation Committee annually reviews management’s assessment of risk as it relates to the Company’s compensation arrangements. The Nominating and Corporate Governance Committee annually reviews the Company’s corporate governance guidelines and their implementation. Each committee regularly reports to the full Board.

Compensation of Directors

The Company’s non-employee directors receives an annual retainer of $85,000. The independent lead director receives an additional $50,000 annual retainer. The chair of the Audit and Finance Committee receives a $30,000 annual retainer, the chair of the Compensation Committee receives a $19,000 annual retainer, the chair of the Nominating and Corporate Governance Committee receives a $16,250 annual retainer and the chair of the Security and Risk Committee receives a $16,500 annual retainer. Each other member of the Audit and Finance Committee receives a $12,000 annual retainer and each other member of the Compensation Committee, the Nominating and Corporate Governance Committee and the Security and Risk Committee receives a $7,500 annual retainer. At a meeting of the Board of Directors on February 20, 2020, the Board approved a grant to each non-employee director to be effective on February 28, 2020 for a number of restricted stock units that results by dividing $150,000 by the higher of the fair market value of a share of Unisys common stock on the date of the Board meeting and the fair market value of a share of Unisys common stock on the date of the effectiveness of the grant. As a result, on February 28, 2020, each non-employee director received an annual grant of 8,404 restricted stock units having a value of $130,514 based on the fair market value of Unisys common stock on that date that vested immediately. Directors may defer receipt of these restricted

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stock units until termination of service, or until a specified date, under the Company’s deferred compensation plan for directors.

The annual retainers described above are paid in monthly installments in cash. However, directors may defer until termination of service, or until a specified date, all or a portion of their cash fees under the Company’s 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. Formerly, directors could choose, on an annual basis, to receive their fees in the form of common stock equivalent units under the Unisys Corporation Director Stock Unit Plan. The value of each stock unit at any point in time is equal to the value of one share of Unisys common stock. Stock units are recorded in a memorandum account maintained for each director. A director’s stock unit account is payable in Unisys common stock, either upon termination of service or on a date specified by the director, at the director’s option. Directors do not have the right to vote with respect to any stock units. This plan was terminated in 2004 and no shares (other than shares subject to outstanding awards previously received) are available for future issuance under this plan. 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 cash, stock units, stock options or restricted stock units for their services as directors. The following table provides a summary of the compensation of non-employee directors during 2020.

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Under the Company’s stock ownership guidelines, directors are expected to own Unisys stock or stock units having a value equal to five times their annual retainer within five years after the director’s date of election to the Board. Directors serving as of January 1, 2019 will have until January 1, 2024 to be compliant with the increase in the expected ownership levels resulting from the increase in the annual retainer that became effective in 2019. The number of shares owned by each director is set forth in the stock ownership table on page 30.

Code of Ethics and Business Conduct

The Unisys Code of Ethics and Business Conduct applies to all employees, officers (including the Chief Executive Officer, Chief Financial Officer and principal accounting officer or controller) and directors. The code is posted on the Company’s web site at www.unisys.com/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 Chief Executive Officer, Chief Financial Officer or principal accounting officer or controller) at this location on its web site.

Corporate Governance Guidelines

The Board of Directors has adopted Guidelines on Significant Corporate Governance Issues. The full text of these guidelines is available on the Company’s web site at www.unisys.com/governance and is also available in print to any stockholder who requests it. Among other matters, the guidelines cover the following:

1. A majority of the Board of Directors shall qualify as independent under the listing standards of the NYSE. Members of the Audit and Finance, Compensation, Nominating and Corporate Governance and Security and Risk Committees must also meet the NYSE independence criteria, as well as any applicable independence criteria prescribed by the SEC.

2. The Nominating and Corporate Governance Committee reviews annually with the Board the independence of outside directors. 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. The Board has determined that the following commercial or charitable relationships will not be considered to be material relationships that would impair independence: (a) if a director is an executive officer or partner of, or owns more than a ten percent equity interest in, a company that does business with Unisys, and sales to or purchases from Unisys are less than one percent of the annual revenues of that company and (b) if a director is an officer, director or trustee of a charitable organization, and Unisys contributions to that organization are less than one percent of its annual charitable receipts.

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3. The Nominating and Corporate Governance Committee is responsible for determining the appropriate skills and characteristics required of Board members in the context of its current make-up, and will consider factors such as independence, experience, expertise, strength of character, mature judgment, leadership ability, technical skills, diversity and age in its assessment of the needs of the Board.

4. The Board is free to make the selection of Chair of the Board and Chief Executive Officer any way that seems best to assure the success of the Company so as to provide appropriate leadership at a given point in time. Therefore, the Board does not have a policy, one way or the other, on whether or not the role of the Chief Executive and Chair of the Board should be separate and, if it is to be separate, whether the Chair should be selected from the non-employee directors or be an employee. If the Chair of the Board is not an employee of the Company, the Chair should qualify as independent under the listing standards of the NYSE.

5. In accordance with the Company’s Bylaws, no person shall stand for election as a director after having attained the age of 72 unless requested to do so by the Nominating and Corporate Governance Committee and with the approval of not less than 2/3 of the directors then in office (excluding such director). Notwithstanding the foregoing, in no event shall a person stand for election as a director after having attained the age of 74 years. In February 2021, Dr. Cohon and Ms. Fletcher agreed to stand for reelection at the upcoming annual meeting after being requested to do so by the Nominating and Corporate Governance Committee upon the unanimous approval of the Board (with each of Dr. Cohon and Ms. Fletcher, respectively, abstaining with respect to such approval for themselves).

6. Directors should volunteer to resign from the Board upon a change in primary job responsibility. The Nominating and Corporate Governance Committee will review the appropriateness of continued Board membership under the circumstances and will recommend, and the Board will determine, whether or not to accept the director’s resignation. In addition, if the Company’s Chief Executive Officer resigns from that position, he or she is expected to offer his or her resignation from the Board at the same time.

7. Non-employee directors are encouraged to limit the number of public company boards on which they serve to no more than four in addition to the Company’s and should advise the Chair of the Board and the general counsel of the Company before accepting an invitation to serve on another board.

8. The non-employee directors will meet in executive session at all regularly scheduled Board 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 Board will elect from the independent directors a lead director who will preside at executive sessions. If the Chair is not an employee, the Chair will preside at executive sessions.

9. Board members have complete access to Unisys management. Members of senior management who are not Board members regularly attend Board meetings, and the Board encourages senior management, from time to time, to bring into Board meetings other managers who can provide additional insights into the matters under discussion.

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10. The Board and its committees have the right at any time to retain independent outside financial, legal or other advisors.

11. It is appropriate for the Company’s staff to report once a year to the Compensation Committee on the status of Board compensation in relation to the Company’s peer group of companies. Changes in Board compensation, if any, should come at the suggestion of the Compensation Committee, but with full discussion and concurrence by the Board. Particular attention will be paid to structuring Board compensation in a manner aligned with stockholder interests. In this regard, a meaningful portion of a director’s compensation should be provided and held in stock options and/or stock units. Directors should not, except in rare circumstances approved by the Board, draw any consulting, legal or other fees from the Company. In no event shall any member of the Audit and Finance Committee receive any compensation from the Company other than directors’ fees.

12. The Company will provide an orientation program for new directors. The Company will also provide directors with presentations from time to time on topics designed by the Company or third-party experts to assist directors in carrying out their responsibilities. Directors may also attend appropriate continuing education programs at the Company’s expense.

13. The Board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. In addition, each committee will conduct an annual self-evaluation of its performance and will make a report annually to the Board.

14. The non-employee directors will evaluate the performance of the Chief Executive Officer annually and will meet in executive session, led by the chair of the Compensation Committee, to review this performance. The evaluation is based on objective criteria, including performance of the business, accomplishment of long-term strategic objectives and development of management. Based on this evaluation, the Compensation Committee will recommend, and the members of the Board who meet the independence criteria of the NYSE will determine and approve, the compensation of the Chief Executive Officer.

15. To assist the Board in its planning for the succession to the position of Chief Executive Officer, the Chief Executive Officer is expected to provide an annual report on succession planning to the Board.

16. Members of the Board should at all times act in accordance with the Company’s confidentiality policy for directors.

17. The Company has no present intention to adopt a stockholder rights plan. Subject to its continuing fiduciary duties, which may dictate otherwise depending on the circumstances, the Board shall submit the adoption of any future stockholder rights plan to a vote of the stockholders. Any stockholder rights plan adopted or extended without stockholder approval shall be approved by a majority of the independent members of the Board and shall be in response to specific, articulable circumstances that are deemed to warrant such action without the delay that might result from seeking prior stockholder approval. If the Board adopts or extends a rights plan without prior stockholder approval, the Board shall, within one year, either submit the plan to a vote of the stockholders or redeem the plan or cause it to expire.

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Related Party Transactions

The Company is required to disclose any transactions since the beginning of 2020 (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. The Company does not have any such transactions to report.

Currently the Company has 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 Corporate Compliance and Ethics Office, any situation (without regard to dollar amount) that may involve a conflict of interest. Directors should raise possible conflicts of interest with the Chief Executive Officer 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 customer of the Company as a particularly sensitive area that requires careful review.

Audit and Finance Committee Report

In performing its oversight responsibilities as defined in its charter, the Audit and Finance Committee has reviewed and discussed the audited financial statements and reporting process for 2020, including internal controls over financial reporting, with management and with PricewaterhouseCoopers LLP (“PwC”), the independent registered public accounting firm that audited the Company’s 2020 financial statements. The committee has also discussed with PwC the matters required to be discussed by the Public Company Accounting Oversight Board (the “PCAOB”) Auditing Standard No. 1301, Communications with Audit Committees. In addition, the committee has received from PwC the written disclosures and the letter required by applicable requirements of the PCAOB regarding PwC’s communications with the committee concerning independence and has discussed with PwC their independence. The committee has also considered the compatibility of audit-related services, tax services and other non-audit services with PwC’s independence.

Based on the reviews and discussions referred to above, the committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC.

Audit and Finance Committee

Denise K. Fletcher (Chair)

Lisa A. Hook

Paul E. Martin

Regina Paolillo

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Independent Registered Public Accounting Firm Fees and Services

PricewaterhouseCoopers LLP (“PwC”) was the Company’s independent registered public accounting firm for the year ended December 31, 2020 and KPMG LLP served in that role for the year ended December 31, 2019. PwC and KPMG LLP, respectively, have billed the Company the following fees for professional services rendered in respect of 2020 and 2019 (in millions of dollars):

Audit fees consist of fees for the audit and review of the Company’s financial statements, statutory audits, assistance with and review of documents filed with the SEC and Section 404 attestation procedures. Audit-related fees consist of fees for SSAE No. 16 engagements, employee benefit plan audits, comfort letters, consents, accounting consultations in connection with transactions, merger and acquisition due diligence, and various attestation engagements. Audit-related fees during 2019 included $1.5 million of fees related to the audit of the financial statements of the Company’s former U.S. Federal business in connection with the sale of that business. Tax fees principally represent fees for tax compliance and advisory services. All other fees consist of fees for professional services including permissible consulting services and fees for software licenses.

The Audit and Finance Committee annually reviews and pre-approves the services that may be provided by the independent registered public accounting firm. The committee has adopted an Audit and Non-Audit Services Pre-Approval Policy that contains a list of pre-approved services, which the committee may revise from time to time. In addition, the Audit and Finance Committee has delegated pre-approval authority to the chair of the committee. The chair of the committee reports any such pre-approval decision to the Audit and Finance Committee at its next scheduled meeting.

Relationship with Independent Registered Public Accounting Firm

As stated above, KPMG LLP was the Company’s independent registered public accounting firm for the year ended December 31, 2019. On March 10, 2020, after reviewing proposals from the independent registered public accounting firms that participated in the process, the Company’s Audit and Finance Committee made the decision to engage PwC to serve as the Company’s independent registered public accounting firm and the Company dismissed KPMG as its independent registered public accounting firm.

The report of KPMG on the Company’s consolidated financial statements as of and for the year ended December 31, 2019 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows: KPMG LLP’s report on the consolidated financial statements of the Company as of and for the year ended December 31, 2019 contained a paragraph stating that, “As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases effective January 1, 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842).”

During the year ended December 31, 2019, and from January 1, 2020 through March 10, 2020, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and

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related instructions) with KPMG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference thereto in its reports on the consolidated financial statements for such period. During the year ended December 31, 2019, and from January 1, 2020 through March 10, 2020, there were no “reportable events” (as defined in Regulation S-K Item 304(a)(1)(v)).

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

(Item 2)

The Audit and Finance Committee engaged the firm of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2021. As stated above, PricewaterhouseCoopers LLP was the Company’s independent registered public accounting firm for the year ended December 31, 2020. The Company expects that representatives of PricewaterhouseCoopers LLP will be present at the annual meeting and will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions asked by stockholders. The Board of Directors considers PricewaterhouseCoopers LLP to be well qualified to serve as the independent registered public accounting firm for Unisys and recommends a vote for the proposal to ratify their selection.

The Board of Directors recommends a vote “FOR” the proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

(Item 3)

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was added under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is asking stockholders to approve an advisory resolution on compensation of its named executive officers, as described below in this proxy statement in “Executive Compensation”, “Summary Compensation Table” and the related compensation tables and narrative.

As described in detail in “Compensation Discussion and Analysis” beginning on page 31, the Company’s executive compensation program is designed to attract, motivate and retain the executives who lead the Company’s business, to reward them for achieving financial and strategic company goals and to align their interests with the interests of stockholders. The Company believes that the compensation of its named executive officers is reasonable, competitive and strongly focused on pay for performance principles, with a significant portion of target compensation at risk and performance based. The Company emphasizes compensation opportunities that appropriately reward executives for delivering financial results that meet or exceed pre-established goals, and executive compensation varies depending upon the achievement of those goals. Through stock ownership requirements and equity incentives, the Company also aligns the interests of its executive officers with those of stockholders and the long-term interests of the Company. The Company believes that the policies and procedures articulated in “Compensation Discussion

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and Analysis” are effective in achieving the Company’s goals and that the executive compensation reported in this proxy statement was appropriate and aligned with 2020 results. Please read the “Compensation Discussion and Analysis” below, as well as the compensation tables and narrative that follow it, for additional details about the Company’s executive compensation programs and compensation of the named executive officers in 2020.

For the reasons set forth above, the Company is asking stockholders to approve the following advisory resolution at the annual meeting:

RESOLVED, that the stockholders of Unisys Corporation approve, on an advisory basis, the compensation of the Company’s named executive officers set forth in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the Company’s 2021 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Company’s Board of Directors. However, the Board and the Compensation Committee will review and consider the vote when making future executive compensation decisions.

The Board of Directors recommends a vote “FOR” the advisory resolution approving the compensation of the Company’s named executive officers as described in this proxy statement.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 2020 with respect to compensation plans under which Unisys common stock is authorized for issuance.

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SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Shown below is information with respect to persons or groups that beneficially owned more than 5% of Unisys common stock as of March 8, 2021. This information is derived from Schedules 13G filed by such persons or groups.

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Shown below are the number of shares of Unisys common stock (or stock units) beneficially owned as of March 8, 2021 by all directors, each of the executive officers named on page 31, and all directors and current officers of Unisys as a group.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section details the objectives and elements of the Unisys executive compensation program, describes the related processes of our Compensation Committee, and discusses the compensation earned by our Named Executive Officers (“NEOs”). For 2020, our NEOs were:

Executive Summary

2020 Overview — Where We Are Today

Unisys Corporation is a global information technology (IT) services company that delivers successful outcomes for the most demanding businesses and governments. Unisys offerings include digital workplace services; cloud and infrastructure services; and software operating environments for high-intensity enterprise computing. Unisys integrates security into all of its solutions.

The Company has strategically repositioned itself over recent years, implemented a new operating structure leveraging enhanced value propositions throughout our global business units, improved profit margins and significantly reduced its global pension deficit, liabilities and required pension cash contributions. Our executive compensation program is designed

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to align executives with shareholders, drive long-term profitable and sustainable growth, as well as to maintain leadership stability and incentivize successful strategy execution.

Shareholder Outreach

Comprehensive efforts have been made over the last five years to proactively engage our top 25 shareholders to obtain important feedback and discuss how our executive compensation program supports our strategy. Senior executives and directors of the Company, including the chair of the Compensation Committee and Lead Independent Director, have participated in these investor meetings. As a result of these efforts, we were strongly encouraged to receive the support of approximately 97% of the shares voted in favor of our say-on-pay proposal at the 2020 annual stockholders meeting. However, we will continue to address shareholder feedback and considerations through changes to the executive compensation plans if and when the Compensation Committee believes that such changes are consistent with its pay philosophy and the Company’s overall business strategy, enhanced disclosure and continued dialogue with shareholders.

2020 Financial Results

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How did we perform in 2020?

On our first-quarter earnings call, we removed our original expectations as a result of the unfolding COVID-19 pandemic and noted our expectation for revenue to decline by approximately 10% year over year. On our second-quarter earnings call, we also provided revised expectations for non-GAAP operating profit margin of 5.2% to 6.7%. Both revenue and non-GAAP operating profit margin for 2020 exceeded our revised expectations. Reference to Non-GAAP reconciliation is provided in our full-year 2020 Earnings Release.

Similar to many organizations, our financial results were impacted by COVID-19 in 2020, although we recognized improvement in the business during the second half of the year. Throughout the pandemic, we successfully implemented changes to enhance go-to-market effectiveness and improve operational efficiency, better positioning Unisys to drive long-term revenue growth and margin expansion. In 2020, we refined our strategy, and now have an enhanced focus on higher-growth, higher-margin markets where we are a recognized leader, and as of the beginning of 2021 we have been operating in our new business segments of Digital Workforce Services, Cloud & Infrastructure and Clear Path Forward.

In 2020, we sold our U.S. Federal business to Science Applications International Corp (SAIC) for a cash purchase price of $1.2 billion. This sale significantly strengthened the company’s balance sheet and increased operational flexibility. We used a substantial portion of the net proceeds from the sale to pay down debt and reduce pension obligations. We also issued new senior secured notes during 2020, further strengthening our balance sheet, as the proceeds were also used to reduce pension obligations.

As of year-end 2020, the global pension deficit had been reduced by approximately $710 million versus year-end 2019. Our future expected pension contributions to our U.S. plans were reduced from $826 million for 2021-2025 as of year-end 2019 to $11 million as of year-end 2020. We had approximately $900 million in cash on the balance sheet as of December 31, 2020 with strong liquidity, enhanced investment ability and significantly reduced pension obligations, while eliminating approximately $550 million of U.S. pension liabilities through a lump sum payment in 2020 and an annuity purchase in the U.S. in 2021. We are also planning to remove approximately $650 million in international pension liabilities by transferring plans in Switzerland and the Netherlands to multi-employer funds. Following all of these actions, total global pension liability reductions are estimated at $1.2 billion.

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Our Response to COVID-19 in 2020

Our executive compensation program is tailored to our strategic priorities and our current outlook, while also being designed to motivate and retain our senior leadership team.

The global COVID-19 pandemic beginning early in the first quarter of 2020 presented significant business uncertainty for the remainder of the year. In response to the changing business environment and client demands and to immediately and proactively address concerns regarding achievement of the company’s goals for the remainder of 2020, the CEO voluntarily took a 20% reduction in base salary and all other executive officers that report to the CEO voluntarily took a 10% reduction in base salary from May 2020 through the end of 2020. These reduced salaries were used to calculate reduced short-term incentive payouts for NEOs and the other impacted executive officers. Base salaries for these individuals were reinstated to pre-COVID-19 levels effective at the beginning of 2021.

Although we maintained our original financial metrics at target and maximum for our short-term incentive plan, in late summer 2020 we reduced the threshold performance levels for the 2020 short-term incentive plan at which each of the financial metrics fund (along with appropriately reduced payouts) to recognize the business uncertainties caused by the pandemic. By so doing, we were able to incent and offer rewards for continued exceptional leadership, performance and the increased efforts of management to ensure overall business success and sustained financial performance.

See the “Short-Term Incentive” section later in this narrative showing the illustrative impact of these changes to the funding achievement slope for each of the financial metrics under the 2020 short-term incentive plan.

In contrast, we did not modify any of the metrics based on 2020 financial results for awards made under our long-term incentive plans. The originally approved program design components remained unchanged in 2020 to further incent long-term shareholder alignment and the growth of our business even in the face of unprecedented market challenges.

See the “Looking Ahead to 2021” section later in this narrative regarding changes for 2021.

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What Guides Our Program

Our Principles-Based Philosophy

The overall objective of our executive compensation program is to encourage and reward the creation of sustainable, long-term shareholder value. We believe this objective is achieved based on the following criteria:

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Compensation Components Overview

The Unisys executive compensation program includes base salary, short-term incentives and long-term incentives, each of which is described below.

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Compensation Mix

The charts below show the total target compensation mix (excluding impact of the voluntary 2020 base salary reductions) of our CEO and our other NEOs. These charts illustrate that a significant majority of NEOs total target compensation is “at risk” (86% for our CEO and an average of 74% for our other NEOs). The impact for the voluntary 2020 base salary reductions (not captured below) would have resulted in even a greater percentage of variable compensation at risk and further subject to performance and/or stock price fluctuation.

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Mix of Performance Measures

The performance measures included in the 2020 Executive Variable Compensation Plan (“EVC”) and LTI plans are summarized below. These measures are aligned with our strategy, tracked regularly, used to manage the business, are commonly used among the companies in our peer group and reflect the investor preferences we heard during our shareholder engagement efforts:

2020 Performance Measures

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How Performance Targets are Established

In setting performance targets for both our short-term and long-term incentive goals, the business planning process and factors considered are depicted below:

Good Governance Practices

The Compensation Committee continually evaluates the Company’s compensation policies and practices to ensure they are consistent with good governance principles. Below are highlights of our governance practices:

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The Decision-Making Process

The Role of the Compensation Committee

The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee is appointed by the Board to:

The Committee oversees the executive compensation program for our NEOs and works very closely with its independent compensation consultant and senior management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed by downloading our Corporate Governance PDF at our Investor Relations website, https://www.unisys.com/investor-relations/company-information/corporate-governance.

As part of the responsibilities described in its charter, the Compensation Committee sets objective business performance targets and the amounts payable at different levels of performance under the EVC and LTI plans. Goal setting is part of the Company’s overall business planning process. As part of this process, a range of performance scenarios is developed. Goals are then set at the threshold, target and maximum performance levels — driven by the strategic and operational plans approved by the Board. The Committee also considers the probability of achievement of different levels of performance when setting goals.

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The Role of Senior Management

The Compensation Committee also receives reports and recommendations from management throughout the year on multiple compensation and performance related topics. In particular, throughout 2020 the Committee solicited input from Mr. Altabef regarding the compensation and performance of those executives who reported directly to him. In addition, Mr. Altabef provided recommendations, based on the Company’s operating and strategic plans, to the Compensation Committee related to the performance measures used in the Company’s short-term and long-term incentive plans, as well as the recommended threshold, target and maximum performance levels.

The Role of the Independent Compensation Consultant

The Compensation Committee retains and regularly consults with an independent compensation consultant, Meridian Compensation Consultants LLC (“Meridian”). To ensure the Committee receives independent and unbiased advice and analysis, the consultant is prohibited from providing any services to Company leadership. The consultant maintains active engagement with the Committee chair and reports to the Compensation Committee. Under its charter, the Compensation Committee has sole authority to retain and terminate outside compensation consultants, including the authority to approve the consultant’s fees and other retention terms. The Committee annually reviews the independence of the consultant’s work under rules adopted by the SEC and NYSE and has found no conflicts.

In 2020, Meridian performed duties requested by the Committee including:

The Role of Market References

The executive compensation program takes into account the compensation practices of companies with which the Company competes or could compete for executive talent (the “peer group”) and/ or business. As part of its process, the Compensation Committee compares the Company’s overall compensation structure (mix of pay) and levels for the NEOs (total annual compensation, as well as each component of their total compensation) to

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the peer group. The list of peer group companies was developed with input from the Committee’s compensation consultant using a selection process as follows:

Peer Group Screening Criteria

The Compensation Committee regularly reviews the composition of the peer group and its selection criteria to ensure that they remain appropriate in light of the evolving competitive landscape including consideration of merger and acquisition activity. In July 2019 as part of the annual review, the Committee’s compensation consultant recommended, and the Committee approved, the following peer group of companies for setting 2020 executive compensation:

In addition to the new peers noted above for 2020, we also removed Fiserv and ServiceNow primarily based on the revenue scope of these organizations.

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When determining 2020 compensation for other executive officers, the Committee also considered information compiled by its independent compensation consultant from various survey sources. These surveys show compensation levels across a broad spectrum of technology companies and were used to inform the Compensation Committee regarding market executive compensation levels.

2020 Executive Compensation Program in Detail

Base Salary

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. When reviewing base salary decisions for NEOs other than the CEO, the Compensation Committee considers the CEO’s recommendations, as well as each NEO’s position and level of responsibility within the Company. The Committee also takes into account factors such as relevant market data, overall Company performance, individual performance and contributions, and internal equity within the Company. For 2020, the Compensation Committee determined the appropriate annual base salary rate for each NEO as follows:

Base salary increases to the NEOs who received an increase, which were discussed and approved prior to the onset of the COVID-19 pandemic, ranged from approximately 5% to 7%. These increases were provided to reflect better market alignment and increased levels of responsibility and complexity in certain roles. Mr. Altabef did not receive a base salary increase in 2020.

Short-Term Incentive Compensation

The NEOs are eligible to receive an annual cash incentive payment through the EVC plan, which is designed to hold executives accountable for the attainment of short-term performance goals aligned with the Company’s annual operating plan and result in long-term

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shareholder value creation. The Compensation Committee has the discretion to determine the criteria applicable to incentive payments and the amounts of such payouts. For 2020, the actual awards paid to the NEOs under the EVC plan depended upon (a) the NEO’s target bonus opportunity; and (b) the degree to which Company performance goals were met.

For 2020, target award opportunities for the NEOs, which are stated as a percentage of actual earned base salary (which includes the aforementioned voluntary reduced salaries for NEOs), were as follows:

The Compensation Committee reviews the performance measures under the EVC plan on an annual basis to ensure they support our operating plan and keep our NEOs focused on attaining rigorous short-term goals. For 2020, the performance measures and their respective weightings, which are described below, remained unchanged as we believe these measures are the most effective in driving the success of our business strategy initiatives.

The Compensation Committee approved a one-time adjustment as a result of the unexpected impacts of the COVID-19 pandemic for the threshold achievement of each EVC metric. Original targets and maximum performance requirements were maintained and along with lowering threshold performance, payout associated with the revised threshold performance was lowered. To accomplish this, the payout curve was extended downward for both Non-GAAP Operating Profit and Adjusted Free Cash Flow. Non-GAAP Adjusted Revenue previously funded 50% at the 95% threshold level achievement with 0% funding below threshold. For 2020, this metric funded 0% at 80% threshold level achievement with a modified slope. See below.

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The Compensation Committee set threshold, target, and maximum payout opportunities in 2020 for each measure as shown below:

Originally the EVC plan provided that for any payout to be earned, 50% of the target level of Non-GAAP Operating Profit ($90 million) had to be achieved. However, due to impact of the COVID-19 pandemic on the Company’s financial results and the resulting uncertainty, this requirement was removed from the plan design. Nonetheless, the actual 2020 non-GAAP Operating Profit achieved was higher than the originally established funding threshold.

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The table below summarizes the threshold, target and maximum performance levels and actual results for each performance measure for 2020.

The following table shows the pre- vs. post-base salary reduction 2020 EVC target amounts and the actual awards paid to the NEOs under the EVC plan. We believe that the 103.9% funding for 2020 EVC is positively correlated to the significant contributions of NEOs during the pandemic and the positive impact of restructuring efforts.

Net Impact of COVID-19 on Total Cash for 2020

The following table shows the net impact on total cash for 2020. Actual total cash compensation (excluding reference to profit-based cash LTI) was below originally established pre-COVID-19 target total cash compensation due to the voluntary base salary reductions for most of 2020 despite the EVC funding level of 103.9% of the reduced base salary payments.

Long-Term Incentive Compensation

The Long-Term Incentive (“LTI”) plan is designed to provide executives with a continuing stake in the long-term success of the Company and to align their interests with those of shareholders. The LTI plan provides for cash and equity-based awards. Awards granted under the LTI plan represent the largest component of total executive compensation opportunity for each of the NEOs.

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For 2020, the Compensation Committee used a combination of long-term incentive vehicles, including 1/3 TSR Based-RSUs, 1/3 Profit-Based Cash and 1/3 Time-Based RSUs. These vehicles focus NEOs on driving long-term profitable growth and shareholder value creation, as well as fostering leadership stability.

Long-Term Incentive targets for most NEOs increased in 2020 to more closely align with market competitive practice based on benchmarking performed by the Committee’s independent compensation consultant.

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Both performance-based elements of the LTI plan — TSR Based RSUs and Profit-Based Cash — feature concurrent one-year, two-year cumulative and three-year cumulative performance periods. The actual number of TSR-Based RSUs and amount of Performance-Based Cash vested and settled depend on the achievement of their respective performance goals. TSR-Based RSU awards are settled in stock and Performance-Based Cash awards are paid in cash upon vesting and certification of performance results by the Committee. The performance result used to determine the actual award earned is calculated at the end of each performance period.

2020 Target LTI Plan Award Grants

The table below shows the value of the long-term incentive awards granted in 2020 for each of the NEOs assuming that each award is paid out at target and using the $15.53 closing price of the Corporation’s common stock on the grant date (February 28, 2020).

More information about the long-term incentive awards granted to each NEO in 2020 are set forth in “Grants of Plan-Based Awards”.

2018, 2019 and 2020 LTI Results

The actual amounts of RSUs and Profit-Based Cash vested for each tranche of LTI grants from 2018, 2019 and 2020 are shown in the tables below. Vesting amounts for Profit-Based Cash are determined based on actual profit versus pre-established threshold, target and maximum goals, while vesting amounts for TSR-RSUs are based on comparing Unisys rTSR during the relevant period to the Russell 2000 index. As noted earlier, none of the objectives related to performance-based LTI awards were changed in light of the COVID-19 pandemic.

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Profit-Based Cash

Results are based on Non-GAAP Operating Profit. Targets for open performance periods of Profit-Based Cash awards were adjusted in February 2020 to reflect the sale of the U.S. Federal business.

TSR-Based RSUs

While COVID-19 created challenges during the 2^nd and 3^rd quarters of 2020, and while financial performance resulted in near target bonus payouts, share price performance of Unisys was outstanding and resulted in a strong payout for TSR-Based RSUs. Results are based on Unisys TSR as compared to the Russell 2000 index as shown below.

Long-Term Incentive Granting Practices

Most awards are granted at the time of the annual grant in the first quarter of the year, although awards may be granted as part of the hiring process or in connection with a promotion or significant change in responsibility. Annual grants are approved at a specified, regularly scheduled meeting of the Compensation Committee. The Compensation Committee approves the type and number of awards to be granted and the performance criteria for awards. For all grants, the grant date is no earlier than the date of the meeting. The dates of regularly scheduled Board and Committee meetings are generally determined many months in advance as part of the normal Board scheduling process.

LTI awards granted during the year outside of the annual award have a grant date no earlier than the date of approval. Grants that require the approval of the Compensation Committee are typically reviewed and approved at a regularly scheduled Compensation Committee meeting or by written consent in advance of the individual’s employment

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commencement or promotion date. For these awards requiring Compensation Committee approval, the grant date is the first trading day of the month following confirmation of both Compensation Committee approval and the individual’s hire or date of promotion.

Looking Ahead to 2021

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Other Executive Compensation Practices and Policies

All executive officers, including NEOs, are expected to own Unisys stock or stock units (including the “in the money” portion of vested stock options, unvested Time-Based RSUs and earned TSR-Based RSUs that have not yet vested) having a value equal to or greater than a multiple of their annual base salary, as follows in table below.

Unvested stock options, vested “underwater” stock options and RSUs that have not yet met the performance criteria do not count toward fulfillment of the ownership guidelines. Executive officers are expected to meet the ownership guidelines within five years of appointment. The Compensation Committee reviews the adequacy of and compliance with the guidelines on an annual basis. The number of shares owned by each of the NEOs is set forth in the section entitled, “Security Ownership by Certain Beneficial Owners and Management.”

The CEO and other NEOs currently comply with their ownership requirements.

Clawback Policy

The Company maintains a clawback policy, which applies to all the NEOs and other executive officers of the Company. Under the clawback policy, the Company will seek to recover incentive-based compensation (including cash and equity) if the Company’s financial statements are required to be restated as a result of the Company’s material non-compliance with the financial reporting requirements under U.S. securities laws and if the executive officer engaged in fraud or intentional misconduct that caused or otherwise contributed to the need for the restatement.

Insider Trading, Anti-Hedging, and Anti-Pledging Policy

The Company maintains an Insider Trading Policy, which applies to all the employees, officers and directors of the Company and its subsidiaries. The policy prohibits trading in securities of the Company while aware of material non-public information. Individuals whose roles are likely to provide them with access to material non-public information, including the NEOs and members of the Board of Directors, are subject to further restrictions, which among other things, limits them to trading during quarterly trading windows with pre-clearance and prohibits derivatives trading, short sales, margin transactions and pledges relating to Unisys securities at any time.

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Risk Assessment and Mitigation of Compensation Policies and Practices

The Compensation Committee has reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors and reviewed these items with its independent compensation consultant, Meridian. In addition, the Compensation Committee has asked Meridian to conduct an independent risk assessment of our executive compensation program. Based on these reviews and discussions, the Compensation Committee does not believe our compensation program creates risks that are reasonably likely to have a material adverse effect on our business.

Other Bonuses

The Company has a strong bias toward incentives based on pre-established goals and limits use of discretionary bonuses. In limited cases, the Company has provided modest sign-on bonuses to executives in order to recognize value forgone at a prior employer or to attract a new executive to join the Company. Sign-on bonuses are often paid in installments to mitigate risk if the executive leaves the Company. Generally, executives are required to repay any sign-on bonuses if they leave prior to completing one year of service. Mr. Thomson received a cash retention payment in May 2020 of $225,000 based on an agreement executed on April 23, 2019 prior to his appointment as Chief Financial Officer.

Other Benefits

Executive officers participate in the retirement programs discussed below under “Defined Contribution Plans” and “Non-Qualified Deferred Compensation”. In addition, subject to underwriting approvals and applicable corporate governance requirements, executive officers appointed prior to February 2015 are eligible for supplemental death benefits under the Unisys Corporation Executive Death Benefit Only Program, which provides a death benefit equal to four times an executive officer’s base salary plus target bonus (if death occurs during active employment) or two and one-half times an executive officer’s final base salary (for retired officers who remain eligible for the benefit). The Company increases the benefit payable to the executive officer’s beneficiary to cover any income and employment taxes due. This benefit is no longer available to newly appointed executive officers. Of the NEOs, Mr. Altabef, Mr. Kenney and Mr. Renzi participate in this program.

Perquisites available to executive officers are limited to financial counseling/tax preparation services, an annual physical examination and spousal travel for Company business trips. These benefits are designed to promote executive wellness and financial security. See the Summary Compensation Table for additional detail.

In order to attract and retain key executives, the Company has entered into severance and change in control agreements with the NEOs. The severance agreements were put in place in December 2014 and are intended to align with market practice. The change in control agreements are intended to provide retention and management continuity in the event of an actual or threatened change in control. More detail is provided under “Termination Arrangements”.

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Deductibility of Executive Compensation

The Compensation Committee annually reviews and considers the deductibility of the compensation paid to our executive officers, which includes each of the NEOs. However, under the Tax Cuts and Jobs Act of 2017, the exemption for qualifying performance-based compensation was repealed for tax years beginning after December 31, 2017. As a result, compensation paid to our executive officers (on or after January 1, 2018) in excess of $1 million may not be deductible unless it qualifies for certain transition relief. While the Company will monitor guidance and developments in this area, the Compensation Committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive talent necessary for our success. Consequently, the Compensation Committee may pay or provide, and has paid or provided, compensation that is not tax deductible or is otherwise limited as to tax deductibility.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on such review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee

Jared L. Cohon

Matthew J. Desch

Deborah Lee James

Lee D. Roberts (Chair)

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.

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Summary Compensation Table

The following table sets forth information concerning the compensation of the NEOs for services rendered in all capacities to Unisys.