UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.   )

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Message from our Chair and
Chief Executive Officer

March 22, 2024

Notice of Annual Meeting
of Stockholders

Unisys Corporation (“Unisys” or the “Company”) will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to:

Stockholders may also transact any other business properly brought before the Annual Meeting.

Holders of record of Unisys common stock at the close of business on March 4, 2024, are entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

On or about March 22, 2024, we will mail our stockholders a notice (the “Notice”) that explains (i) how to access our 2024 Proxy Statement (the “Proxy Statement”) and Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2024 (the “Annual Report”), (ii) how to vote, and (iii) how to attend the Annual Meeting. The Notice will also provide instructions on how to request a paper copy of these documents.

To allow all of our stockholders, regardless of their physical location, to participate more easily in the meeting, the Annual Meeting once again will be held entirely online. 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. We believe the virtual meeting format affords our stockholders an opportunity for meaningful participation. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/UIS2024, where you will be able to listen to the meeting live, submit questions, and vote.

In accordance with SEC rules, we are furnishing proxy materials to our stockholders via the internet. You may read, print or download our 2024 Proxy Statement and Annual Report, including the financial statements for 2023, at www.proxyvote.com.

We hope you will attend our virtual Annual Meeting. Regardless of whether you plan to attend, it is important that your shares are represented and voted at the Annual Meeting. If you received a paper copy of the proxy card or voting instruction form by mail, you can vote by signing, dating and returning that document. You can revoke your proxy at any time before it is exercised in the manner set forth in “Annual Meeting Information,” which begins on page 79 of this Proxy Statement.

Registered stockholders and participants in plans holding shares of our common stock may vote by telephone, by internet, or by mail. To use these convenient services, follow the steps detailed in the voting instructions that are attached to the proxy card. Beneficial owners of shares of our common stock held in street name through a bank or brokerage account should follow the voting instructions they receive from the institution that holds such shares. Brokers may not vote your shares on the election of directors, the non-binding proposal regarding the compensation of our named executive officers or the approval of the Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan without specific instructions as to how to vote. Please return your proxy card so your vote can be counted as promptly as possible.

By Order of the Board of Directors,

Kristen Prohl

Senior Vice President, General Counsel,

Secretary and Chief Administration Officer
Blue Bell, Pennsylvania

March 22, 2024

How to Vote

Table of Contents

​	Proxy Summary	​	​	​	​	1	​	​
​	About Unisys	​	​	​	​	1	​	​
​	Board Information	​	​	​	​	2	​	​
​	Corporate Governance Highlights	​	​	​	​	4	​	​
​	Sustainability Highlights	​	​	​	​	4	​	​
​	Our Principles-Based Philosophy	​	​	​	​	5	​	​
​	Executive Compensation Overview	​	​	​	​	5	​	​
​	Compensation Mix	​	​	​	​	6	​	​
​	Stockholder Outreach	​	​	​	​	6	​	​
​	2023 Compensation Highlights	​	​	​	​	7	​	​
​	Compensation Best Practices	​	​	​	​	7	​	​
​								​
​	Proposal 1 – Election of Directors	​	​	​	​	9	​	​
​	Board Overview	​	​	​	​	9	​	​
​	Director Independence	​	​	​	​	11	​	​
​	Information Regarding Nominees	​	​	​	​	12	​	​
​	Director Nomination Process	​	​	​	​	23	​	​
​	Stockholder Nominations of Director Candidates	​	​	​	​	23	​	​
​	Corporate Governance	​	​	​	​	24	​	​
​	Corporate Governance Principals	​	​	​	​	24	​	​
​	Board and Committee Structure	​	​	​	​	24	​	​
​	Director Engagement	​	​	​	​	28	​	​
​	Board’s Role in Corporate Oversight	​	​	​	​	28	​	​
​	Other Governance Policies and Procedures	​	​	​	​	31	​	​
​	Compensation of Directors	​	​	​	​	32	​	​
​								​
​	Proposal 2 – Advisory Vote to Approve Executive Compensation	​	​	​	​	34	​	​
​	Compensation Discussion & Analysis	​	​	​	​	35	​	​
​	2023 Executive Compensation Program	​	​	​	​	46	​	​
​	Compensation and Human Resources Committee Report	​	​	​	​	53	​	​
​	Executive Compensation Tables	​	​	​	​	54	​	​
​	CEO Pay Ratio	​	​	​	​	62	​	​
​	Pay Versus Performance	​	​	​	​	62	​	​

​	Proposal 3 – Ratification of the Selection of Independent Registered Public Accounting Firm	​	​	​	​	66	​	​
​	Independent Registered Public Accounting Firm Fees & Services	​	​	​	​	67	​	​
​	Pre-Approval Policies and Procedures	​	​	​	​	67	​	​
​	Audit and Finance Committee Report	​	​	​	​	68	​	​
​								​
​	Proposal 4 – Approve of the Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan	​	​	​	​	69	​	​
​	General	​	​	​	​	69	​	​
​	Why Stockholders Should Approve The 2024 Equity Plan	​	​	​	​	70	​	​
​	Key Plan Features	​	​	​	​	70	​	​
​	Plan Summary	​	​	​	​	71	​	​
​	U.S. Federal Income Tax Consequences	​	​	​	​	75	​	​
​	Security Ownership of Certain Beneficial Owners and Management	​	​	​	​	77	​	​
​	Section 16(a) Beneficial Ownership Reporting Compliance	​	​	​	​	78	​	​
​	Equity Compensation Plan Information	​	​	​	​	78	​	​
​	Annual Meeting Information	​	​	​	​	79	​	​
​	Information About the Meeting and Voting	​	​	​	​	79	​	​
​	Voting Procedures and Revocability of Proxies	​	​	​	​	81	​	​
​	Internet Availability of Proxy Materials; Multiple Sets of Proxy Materials	​	​	​	​	82	​	​
​	Virtual Meeting Webcast	​	​	​	​	82	​	​
​	Required Vote	​	​	​	​	83	​	​
​	General Matters	​	​	​	​	84	​	​
​	Cautionary Statement Regarding Forward-Looking Information	​	​	​	​	84	​	​
​	Policy on Confidential Voting	​	​	​	​	84	​	​
​	Stockholder Proposals and Nominations	​	​	​	​	84	​	​
​	Householding of Proxy Materials	​	​	​	​	85	​	​
​	Annual Report	​	​	​	​	85	​	​
​	Other Matters	​	​	​	​	85	​	​
​	Appendix A	​	​	​	​	87	​	​
​	Appendix B	​	​	​	​	89	​	​

Proxy Summary

This summary highlights selected information relevant for voting at the Annual Meeting. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

About Unisys

2023 Overview — Where We Are Today

We are a global technology solutions company that powers breakthroughs for the world’s leading organizations. Our clients rely on us to help solve many of their toughest business and technology challenges in highly complex and regulated environments. We partner with clients to transform the mission-critical systems that support their daily operations in a rapidly evolving digital age. We believe that agile technology can inspire breakthroughs that propel organizations into the future every day. No matter the industry, we work together with clients around the world to drive innovation through digital workplace, cloud, enterprise computing and business process solutions. From our origins dating back to 1873 through the formation of Unisys in 1986, we have built a legacy of innovation and reputation of trust.

In 2023, we increased revenue during a year of geopolitical and macroeconomic uncertainty. We are advancing Artificial Intelligence (“AI”) adoption for clients across various industries and infusing generative AI into our solutions. We help clients leverage AI to optimize their business outcomes and measure their return on investment. One of the our innovative products, currently being piloted, is Unisys Logistics Optimization™, which leverages AI and quantum annealing to boost the effectiveness and profitability of cargo transportation. We are constantly innovating and establishing trust with investors, clients and industry analysts. We are demonstrating that our strategy is solid, and we are on track to achieve success in growing the pipeline, closing deals, managing costs and pushing the boundaries to continue our progress in 2024.

Our new Unisys brand is all about progress. It’s about Unisys being the catalyst that pushes people and organizations to break through to the next big innovation. The brand launch aims to increase awareness and transform perception of Unisys and our innovative solutions with our clients, prospects, industry analysts, and third-party advisors. We believe our new brand campaign will influence key sales metrics, such as leads, pipeline, wins and revenue growth over time.

How Did We Perform in 2023?

In 2023, we exceeded our upwardly revised full-year guidance ranges. During the year, we grew our backlog, signed 18% more New Business total contract value (“TCV”) than the prior year, and expanded our New Business pipeline. We progressed towards our long-term financial goals and are particularly pleased with our full-year free cash flow performance, which improved by nearly $70 million year-over-year.

During 2023, our revenue increased 1.8% year-over-year on a reported basis, an increase of 1.6% in constant currency. Operating profit margin and non-GAAP operating profit margin were 3.8% and 7.0%, respectively. Net loss as a percentage of revenue and adjusted EBITDA as a percentage of revenue were (21.4)% and 14.2% respectively. For a reconciliation of our GAAP measures to non-GAAP measures, please see Appendix A to this Proxy Statement and the earnings release attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 21, 2024 (but such report shall not be deemed to be incorporated by reference to this Proxy Statement).

The global GAAP pension deficit increased during 2023 by approximately $160 million to approximately $700 million. Approximately, $70 million of this increase was due to the purchase of insurance contracts in our overfunded UK plans, using plan assets, as the first step towards an anticipated full-risk transfer of those plans. The remainder of the deficit increase was due primarily to lower discount rates. During the year, we executed our pension management strategy with two annuity purchases that transferred an aggregate of approximately $500 million in pension liabilities to a third-party insurer. These transactions were funded with plan assets.

In 2023, we had operating cash flow of  $74.2 million, ($4.5) million of free cash flow and $43.5 million of pre-pension free cash flow. We had approximately $387.7 million in cash and cash equivalents on the balance sheet as of December 31, 2023.

Board Information

Director Nominees

Ensuring that the Board has the optimal balance of skills, viewpoints, perspectives and experience is a top priority of the Board and the Nominating and Corporate Governance Committee. The nominees for whom you are being asked to vote are a diverse group of highly qualified leaders with a broad range of skills and business and industry experience. Our Board nominees also reflect our commitment to diversity. For additional information about the diversity, experience, skills and qualifications of each individual nominee, please see the charts on pages 9 and 10 and biographical data beginning on page 12.

The following provides summary information about each director nominee.

Board Snapshot

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.

Corporate Governance Highlights

Unisys is committed to strong corporate governance aligned with stockholder interests. The Board, through its Nominating and Corporate Governance Committee, regularly monitors leading practices in governance and adopts measures that it determines are in the best interests of Unisys and its stockholders. The following highlights our corporate governance principles and practices. See the sections entitled “Corporate Governance” beginning on page 24 and “Compensation Discussion & Analysis” beginning on page 35, respectively, for more information.

​	Board Independence and Composition	​	​	​	​	​
​	• Highly diverse and qualified board ​ • Director skill set aligned with corporate strategy ​ • Effective lead independent director ​ • 91% of directors standing for re-election are independent ​ • Regular board refreshment and a mix of tenure ​ • Limit on outside directorships ​ • Mandatory retirement age of 74 ​				​	​

​	Board Performance	​	​
​	• Commitment to overseeing our approach to Environmental, Social and Governance (“ESG”) ​ • Annual Board and committee self-evaluations ​ • Regular executive sessions at Board and committee meetings ​ • Strong alignment between company performance and executive compensation ​ • Director onboarding and continuing education programs ​				​	​

​	Stockholder Rights	​	​	​	​	​
​	• Annual election of all directors ​ • No stockholder rights plan ​ • Majority voting for uncontested director elections ​ • Supermajority voting provisions to protect certain stockholder rights ​ • No super voting or low voting stock ​ • Majority voting for directors in uncontested elections ​				​	​

Sustainability Highlights

As a global technology solutions company, we understand we have the unique opportunity to lead, impact and support positive sustainability changes. Our strategy adopts an approach, primarily focused on environmental sustainability of our own operations and those of our suppliers. We are committed to sustainability efforts that will further our mission, including initiatives to promote sustainable operations, act as responsible environmental stewards and further decarbonize our operations. Our annual Sustainability Report can be found on our Company website, but such report shall not be deemed to be incorporated by reference into this Proxy Statement or any of our future filings with the SEC.

Our Principles-Based Philosophy

Our executive compensation program is designed to align executives with stockholders and drive long-term profitable and sustainable growth, as well as to maintain leadership stability and incentivize successful execution of our strategy and operating plan. We believe this objective is achieved based on the following criteria:

Executive Compensation Overview

The Unisys executive compensation program includes base salary, short-term incentives and long-term incentives, as described below for our Chief Executive Officer (“CEO”) and our other Named Executive Officers (“NEOs”) each of whose compensation is discussed in more detail in the section entitled “Compensation Discussion and Analysis beginning on page 35 of this Proxy Statement.”

Compensation Mix

The charts below show the total target compensation mix of our CEO and our other NEOs. The mix reflects STI, such as cash, and LTI, such as restricted stock units (“RSUs”) that are time-based and performance-based, including based on relative total stockholder return (“TSR-based”). These charts illustrate that a significant majority of our NEOs’ total target compensation is “at-risk” ​(84% for our CEO and an average of 76% for our other NEOs).

Stockholder Outreach

We make comprehensive efforts to proactively engage our stockholders to obtain important feedback, including discussing how our executive compensation program supports our strategy. In the past, senior executives and directors of the Company, including the Chair of the Compensation and Human Resources Committee and Lead Independent Director, have participated in these investor meetings.

We received significant support for our say-on-pay proposal at the Company’s 2022 and 2023 annual stockholders’ meetings with more than 97% of the shares voted in favor in 2022 and 84.5% in 2023. We remain engaged with stockholders and will continue to address stockholder feedback and considerations through changes to the executive compensation plans if the Compensation and Human Resources Committee believes that such changes are consistent with its pay philosophy and the Company’s overall business strategy.

2023 Compensation Highlights

Compensation Best Practices

The Compensation and Human Resources Committee continually evaluates the Company’s compensation and human capital management (“HCM”) policies and practices to ensure they are consistent with leading governance principles.

​	What We Do				​	​	​	​	​
​	Provide the majority of compensation in performance-based pay Maintain stock ownership guidelines for officers and directors (excludes stock options) Cap incentive plan at 2x target; no payouts below threshold Maintain a clawback policy Reflect multi-dimensional performance using earnings, revenue, cash and market performance with a mix of relative and absolute goals; also assess performance over multiple time periods with 1-year performance in the STI and 1-year, 2-year and 3-year performance periods in the performance-based component of the LTI Have change in control agreements with double-trigger severance provisions Conduct annual compensation program risk assessment Adhere to an insider trading policy Use an independent compensation consultant engaged by and reporting directly to the Compensation and Human Resources Committee							​	​
​		​	​			​

​	What We Don’t Do				​	​		​	​
​	× Excise tax gross-ups on a change in control ​ × Excessive severance in a change in control or termination ​ × Excessive perquisites ​ × Allow employees, including our executive officers, and also non-employee directors to engage in hedging transactions, speculation, short sales, margin accounts or pledge Unisys securities ​ × Automatic vesting of equity upon a change in control ​ × Stock option repricing, reloads, or cash buyouts ​ × Discounted stock options or SARs ​ × Liberal change in control definition ​							​	​

The Unisys Corporation 2024 Long-Term Incentive and Equity Compensation Plan (the “2024 Equity Plan”), attached to this Proxy Statement as Appendix B, is intended to reinforce the alignment between employees’ and non-employee directors’ interests and stockholders’ interests, and purposefully excludes features that could misalign those interests. Accordingly, the 2024 Equity Plan:

•

Includes a default double trigger change in control provision and does not provide for automatic vesting upon a change in control

​

•

Prohibits the payment of dividends or dividend equivalent rights on unvested equity awards

​

•

Prohibits repricing of stock options and stock appreciation rights without stockholder approval, other than in connection with a capitalization event adjustment or change in control

​

•

Does not have evergreen share pool provisions

​

•

Does not have a replacement option or stock appreciation right feature

​

•

Does not provide tax gross-ups to officers, non-employee directors or other plan participants

​

•

Authorizes the recoupment of awards under our recoupment policies and/or any recoupment requirements imposed under applicable laws

​

We currently maintain the 2023 Long-Term Incentive and Equity Compensation Plan (the “2023 Equity Plan”), which was approved by our stockholders at the 2023 annual meeting. Upon stockholder approval, the 2024 Equity Plan will replace the 2023 Equity Plan and no further awards will be granted under the 2023 Equity Plan.

In addition to the shares that remain available for issuance under the 2023 Equity Plan, we are requesting an additional 6,340,000 shares for issuance under the 2024 Equity Plan. This number was determined based on an analysis of various factors, including historical burn rate, potential dilution, industry plan cost standards, and anticipated equity compensation needs.

Based on these factors and our current grant practices, the shares requested for issuance under the 2024 Equity Plan are expected to meet our equity grant needs for approximately 2 years. The shares reserved may, however, last for a greater or fewer number of years depending on currently unknown factors, such as the number of grant recipients, future grant practices, and our stock price.

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 re-election for a term expiring at the 2025 annual meeting of stockholders (the
“2025 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.

Board Overview

Board Snapshot

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.

Board Tenure

The Board strives to maintain an appropriate balance of tenure and refreshment among its directors. The Board believes there are significant benefits from the valuable experience and familiarity with the Company brought by longer-tenured directors, as well as significant benefits from the fresh perspectives brought by newer-tenured directors. The average tenure of our director nominees is approximately six years.

Background and Experience

Our director nominees possess relevant experience, skills and qualifications which contribute to a well-functioning board. All of our director nominees bring to the Board senior leadership experience, industry sector and technology experience derived from their diverse professional backgrounds and areas of expertise that are relevant to Unisys. As a group, they have international experience, financial experience and experience serving as a chief executive officer of other public companies and as a director on other public company boards. We believe our director nominees appropriately reflect a diversity of experience, skills and professional backgrounds.

Director Independence

A majority of the Board is required to qualify as independent under the listing standards of the New York Stock Exchange (“NYSE”). Members of the Audit and Finance, Compensation and Human Resources, and Nominating and Corporate Governance Committees must also meet the NYSE independence criteria, as well as any applicable independence criteria prescribed by the SEC.

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 Company’s directors and nominees other than Mr. Altabef, our CEO, 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 director 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 in the paragraph above. In 2023, the Board determined that none of its non-employee directors has a material relationship with Unisys.

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 follows below.

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 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. The Nominating and Corporate Governance Committee views diversity broadly to include diversity of experience, skills and viewpoint as well as traditional diversity concepts such as race and gender.

Recommendations on director candidates must be in writing and addressed to the Chair of the Nominating and Corporate Governance Committee, c/o Secretary at our principal executive office, located at Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422.

Stockholder Nominations of Director Candidates

Any stockholder who intends to make a nomination for the Board at the Annual Meeting must deliver to the Company not less than 90 days prior to the date of the annual meeting (a) a notice setting forth (i) the name, age, business and residence addresses of each nominee, (ii) the principal occupation or employment of each nominee, (iii) the number of shares of Unisys capital stock beneficially owned by each nominee, (iv) a statement that the nominee is willing to be nominated and (v) any other information concerning each nominee that would be required by the SEC in a Proxy Statement soliciting proxies for the election of the nominee and (b) the directors’ questionnaire, representation and agreement required by Article I, Section 8 of the Company’s Bylaws.

In addition to satisfying the requirements under the Company’s Bylaws, if a stockholder intends to comply with the SEC’s universal proxy rules and to solicit proxies in support of director nominees other than the Company’s nominees, the stockholder must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which notice must be postmarked or transmitted electronically to us at the address stated above for recommendations on director candidates no later than 60 calendar days prior to the one-year anniversary date of the Annual Meeting (for the 2025 annual meeting, no later than March 3, 2025). If the date of the 2025 annual meeting is changed by more than 30 calendar days from such anniversary date, however, then the stockholder must provide notice by the later of 60 calendar days prior to the date of the 2025 annual meeting and the 10th calendar day following the date on which public announcement of the date of the 2025 annual meeting is first made by the Company.

Corporate Governance

Corporate Governance Principles

Our Board highly values strong corporate governance principles and firmly believes that such principles create long-term value for our stockholders. Tenets of the strong corporate governance practices adopted by the Company include:

​	Board Independence and Composition	​	​	​	​	​
​	• Highly diverse and qualified board ​ • Director skill set aligned with corporate strategy ​ • Effective lead independent director ​ • 91% of directors standing for re-election are independent ​ • Regular board refreshment and a mix of tenure ​ • Limit on outside directorships ​ • Mandatory retirement age of 74 ​				​	​

​	Board Performance	​	​
​	• Commitment to overseeing our approach to ESG ​ • Annual board and committee self-evaluations ​ • Regular executive sessions at Board and committee meetings ​ • Strong alignment between Company performance and executive compensation ​ • Director onboarding and continuing education programs ​				​	​

​	Stockholder Rights	​	​	​	​	​
​	• Annual election of all directors ​ • No stockholder rights plan ​ • Majority voting for uncontested director elections ​ • Supermajority voting provisions to protect certain stockholder rights ​ • No super voting or low voting stock ​ • Majority voting for directors in uncontested elections ​				​	​

Board and Committee Structure

Board Leadership Structure

The Board believes that it should have the flexibility to make the selection of Chair of the Board and CEO 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 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. Our corporate governance guidelines require the Board to elect a lead director from its independent directors whenever the Chair is an employee of the Company.

Each year, the Nominating and Corporate Governance Committee makes a recommendation regarding who should serve as Chair of the Board and, if the recommended Chair is not independent, who should serve as lead independent director. When making its recommendation regarding who should serve as Chair, the Nominating and Corporate Governance Committee assesses the skill set and qualifications that it believes are important for the Chair to possess and discusses who would most effectively lead the Board. The Board considers this recommendation when electing a Chair and, if necessary, a lead independent director. As a result of this process, the Board has determined that combining the positions of Chair and CEO and electing Mr. Altabef to serve as the Chair and Mr. Davis to serve as lead independent director best positions the Board and management to implement our strategy and deliver value to our 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 our strategies and achieve our objectives, also serve as Chair.

Board Committees

The Board has four standing committees: (1) Audit and Finance, (2) Compensation and Human Resources, (3) Nominating and Corporate Governance, and (4) Security and Risk. The specific functions and responsibilities of each committee are set forth in its charter, which is available on the Company’s website at www.unisys.com/governance and is also available in print to any stockholder who requests it.

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

   Chair         Member

Director Engagement

Board Meetings and Attendance; Executive Sessions

The Board held seven meetings in 2023. During 2023, 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 our policy that all directors should attend the annual meeting of stockholders. All of our current directors who were directors at the time of the 2023 annual meeting of stockholders (the “2023 annual meeting”) attended that meeting.

In general, the non-employee directors meet in executive session at all regularly scheduled Board and committee 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 lead independent director presides at executive sessions. If the Chair is not an employee, the Chair presides at executive sessions.

Annual Board and Committee Self-Evaluations

The Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively. In addition, each committee conducts an annual self-evaluation of its performance and reports on its findings annually to the Board.

Board’s Role in Corporate Oversight

Strategic Oversight

In its oversight role, the Board annually reviews our strategic and operating plans. Each year, the Board meets with our leadership team during a meeting dedicated to discussing our strategy for the coming year in light of our longer-term strategic goals. During these sessions, the leaders of our businesses provide the Board with their view of the key risks and opportunities facing each business unit and the Board provides guidance and advice to management regarding the formulation and implementation of our strategic goals. Once the business strategy has been determined, it is the responsibility of management to execute the strategy in alignment with our operating plan. The Board monitors management’s performance against our strategic goals by receiving regular updates from management, actively engaging in dialogue with our senior leaders, and reviewing our performance against our operating plan.

Board and Committee Oversight of Enterprise Risk

Enterprise risk management (“ERM”) is an integral part of our business processes. The leadership team is primarily responsible for establishing policies and procedures designed to identify, assess and manage the Company’s material short-, intermediate-, and long-term risks. Management has an ERM committee, comprised of the members of our leadership team and supported by other executives with subject-matter expertise, that provides oversight of enterprise risks and our processes to identify, measure, monitor, manage and mitigate these risks. We regularly engage outside advisors, as appropriate, to assist in the identification and evaluation of risks. Our risk oversight processes and disclosure

controls and procedures are designed to appropriately escalate key risks for the Security and Risk Committee and the Board as well as to analyze potential risks for disclosure.

The Security and Risk Committee oversees the ERM process, including reviews of the most significant risks the Company faces and the manner in which our management manages these risks, and regularly reports and escalates key risks to the Board. In accordance with NYSE Corporate Governance Standards, the Audit and Finance Committee charter assigns to the Audit and Finance Committee the responsibility to discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Security and Risk Committee charter separately assigns to the Security and Risk Committee the responsibility to review our policies and procedures with respect to risk assessment and risk management. Annually, we conduct a formal risk assessment of our business, which includes input from key business unit and functional leaders as well as our directors that provides the basis for the Audit and Finance Committee’s, the Security and Risk Committee’s and Board’s risk review and oversight process. Our Board and its committees routinely receive reports from significant business units and functions, and these presentations include a discussion of the business, regulatory, compliance, operational, and other risks associated with planned strategies and tactics. The Board adopted a framework pursuant to which it delegated oversight for certain categories of enterprise risks to each of its standing committees, as discussed above and shown below. Each committee provides periodic reports to the Board regarding its oversight of these enterprise risks. This structure enables the Board and its committees to coordinate the risk oversight role.

ESG and HCM Oversight

At Unisys, we understand our responsibility to the world around us as well as to our people. We demonstrate the importance of this responsibility by ensuring that our Board, either directly or through its committees, has oversight of ESG and HCM matters. Under its charter, the Nominating and Corporate Governance Committee is responsible for reviewing our report regarding ESG and CSR matters. Among its other responsibilities, the Compensation and Human Resources Committee periodically reviews our human capital and people strategy for achieving our long-term performance and growth objectives, including our employee diversity and inclusion policies, programs, initiatives and other recruitment, retention, development and internal communications programs.

Communications with our Directors

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

Other Governance Policies and Procedures

Corporate Governance Guidelines

The Board has adopted Guidelines on Significant Corporate Governance Issues. The full text of these guidelines is available on the Company’s website at www.unisys.com/governance and is also available in print to any stockholder who requests it.

Code of Ethics and Business Conduct

The Unisys Code of Ethics and Business Conduct applies to all employees, officers (including the CEO, CFO and CAO and controller) and directors. The code is posted on the Company’s website 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 CEO, CFO or CAO or controller) at this location on its website.

Related Party Transactions

The Company is required to disclose any transactions since the beginning of 2023 (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. We do not have any such transactions to report.

Currently we have 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 Chief Compliance Officer or their delegate, any situation (without regard to dollar amount) that may involve a conflict of interest. Directors should raise possible conflicts of interest with the CEO 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 client of the Company as a particularly sensitive area that requires careful review.

Compensation Committee Interlocks and Insider Participation

In 2023, the members of our Compensation and Human Resources Committee were Matthew J. Desch, Deborah Lee James, Troy Richardson, Roxanne Taylor and Lee D. Roberts, our chair of the Compensation and Human Resources Committee. None of the members of our Compensation and Human Resources Committee in 2023 was at any time during 2023 or at any other time an officer or employee of the Company or any of its subsidiaries, and none had or have any relationships with the Company that are required to be disclosed under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers has served as a member of the Board, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board or our Compensation and Human Resources Committee.

Compensation of Directors

Our current compensation program for non-employee members of the Board is summarized below:

Under our Guidelines on Significant Corporate Governance Issues, our leadership team reports to the Compensation and Human Resources Committee annually on the status of Board compensation in relation to our peer group of companies. Changes in Board compensation, if any, originate with the Compensation and Human Resources Committee, but are approved by the full Board following discussion. Particular attention is paid to structuring Board compensation in a manner aligned with stockholder interests. In this regard, a meaningful portion of a director’s compensation is provided in the form of equity. It is expected that directors will not, except in rare circumstances approved by the Board, draw any consulting, legal or other fees from the Company, other than directors’ fees. In no event shall any member of the Audit and Finance Committee receive any compensation from the Company other than directors’ fees.

At a meeting of the Board on February 8, 2023, the Board approved a annual equity grant to each non-employee director, effective on February 28, 2023. For each non-employee director other than Mr. Kritzmacher, the grant was for a number of shares of Unisys common stock determined by dividing $200,000 by the fair market value of a share of Unisys common stock on the effective date of the grant and rounding up to the nearest whole share. As a result, on February 28, 2023, each non-employee director as of that date other than Mr. Kritzmacher received an annual grant of 40,161 shares.

Non-employee directors who first join the Board after the annual grant date receive pro-rated grants based on the date on which their service begins. Mr. Kritzmacher joined the Board during 2022, but after 2022 annual director grants were made. Accordingly, Mr. Kritzmacher’s 2023 annual equity grant was enlarged by an amount equal to a pro-rata portion of the 2022 grant. As a result, he received a number of shares of Unisys common stock determined by dividing $233,333.33 by the fair market value of a share of Unisys common stock on the grant date and rounding up to the nearest whole share, resulting in an annual grant to him of 46,854 shares.

Directors may defer receipt of the shares underlying their shares until termination of service, or until a specified date, under our deferred compensation plan for directors.

The annual cash retainers described above are paid in monthly installments. Directors may defer until termination of service, or until a specified date, all or a portion of their cash fees under our 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. Directors do not have the right to vote with respect to any deferred stock units. 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 additional compensation for their services as directors. The following table provides a summary of the compensation of non-employee directors serving during 2023:

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(1)

Amounts shown are the annual board retainer and annual retainer fees for chairs of committees, committee membership and lead independent director. Includes amounts that have been deferred under the deferred compensation plan for directors.

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(2)

Amounts shown are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the assumptions made in such valuation, see note 19 to our 2023 financial statements included in the Annual Report. Includes awards that have been deferred under the deferred compensation plan for directors.

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Stock Ownership Guidelines

Under our 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. As of December 31, 2023, all directors are compliant with exception of those with a grace period based on less than five years of their date of election. The number of shares owned by each director is set forth in the stock ownership table on page 77.

In accordance with Section 14A of 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 approving the 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 35, our executive compensation program is designed to attract, motivate and retain executives who lead our business, to reward them for achieving financial and strategic company goals and to align their interests with the interests of stockholders. We believe that the compensation of our 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. We emphasize 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, we also align the interests of our executive officers with those of stockholders and the long-term interests of the Company. We believe that the policies and procedures articulated in “Compensation Discussion and Analysis” are effective in achieving our goals and that the executive compensation reported in this Proxy Statement was appropriate and aligned with 2023 results. Please read “Compensation Discussion and Analysis” below, as well as the compensation tables and narrative that follow it, for additional details about our executive compensation programs and compensation of our named executive officers in 2023.

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 2024 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 and Human Resources Committee will review and consider the vote when making future executive compensation decisions.

Compensation Discussion & Analysis

This section details the objectives and elements of the Unisys executive compensation program, describes the related processes of our Compensation and Human Resources Committee (referred to in this Compensation Discussion and Analysis section as “CHRC” or the “Committee”), and discusses the compensation earned by our Named Executive Officers (“NEOs”). For 2023, our NEOs were:

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Peter Altabef — Chair and CEO

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Debra McCann — Executive Vice President and Chief Financial Officer

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•

Teresa Poggenpohl — Senior Vice President and Chief Marketing Officer

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•

Michael M. Thomson — President and Chief Operating Officer

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•

Katherine Ebrahimi — Senior Vice President and Chief Human Resources Officer(1)

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•

Claudius Sokenu — Former Senior Vice President, General Counsel, Secretary and Chief Administrative Officer(2)

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(1)

Ms. Ebrahimi will step down from her role as Senior Vice President, Chief Human Resources Officer and separate from Unisys on March 31, 2024. Severance payable to Ms. Ebrahimi is described under the “Transition Agreement with Ms. Ebrahimi” section.

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(2)

Mr. Sokenu ceased to serve as Senior Vice President, General Counsel, Secretary and Chief Administrative Officer on June 30, 2023.

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Executive Summary

Stockholder Outreach

We make comprehensive efforts to proactively engage our stockholders to obtain important feedback, including discussing how our executive compensation program supports our strategy. In the past, senior executives and directors of the Company, including the Chair of the Compensation and Human Resources Committee and Lead Independent Director, have participated in these investor meetings.

We received significant support for our say-on-pay proposal at the Company’s 2022 and 2023 annual stockholders’ meetings with more than 97% of the shares voted in favor in 2022 and 84.5% in 2023. We remain engaged with stockholders and will continue to address stockholder feedback and considerations through changes to the executive compensation plans if the Compensation and Human Resources Committee believes that such changes are consistent with its pay philosophy and the Company’s overall business strategy.

2023 Financial Results

The table below illustrates a three-year lookback and progression of revenue growth, operating profit margin and non-GAAP operating profit margin. For the year ended 2023, revenue increased 1.8%, operating profit was 3.8% and non-GAAP operating profit was 7.0%.

(1)

For a discussion and reconciliation of our GAAP measures to non-GAAP measures, please see Appendix A to this Proxy Statement and the earnings release attached as Exhibit 99.1 to our Current Report on Form 8-K furnished with the SEC on February 21, 2024 (but such report shall not be deemed to be incorporated by reference to this Proxy Statement).

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How Did We Perform in 2023?

In 2023, we exceeded our upwardly revised full-year guidance ranges. During the year, we grew our backlog, signed 18% more New Business total contract value (“TCV”) than the prior year, and expanded our New Business pipeline. We progressed towards our long-term financial goals and are particularly pleased with our full-year free cash flow performance, which improved by nearly $70 million year-over-year.

During 2023, our revenue increased 1.8% year-over-year on a reported basis, an increase of 1.6% in constant currency. Operating profit margin and non-GAAP operating profit margin were 3.8% and 7.0%, respectively. Net loss as a percentage of revenue and adjusted EBITDA as a percentage of revenue were (21.4)% and 14.2% respectively. For a reconciliation of our GAAP measures to non-GAAP measures, please see Appendix A to this Proxy Statement and the earnings release attached as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on February 21, 2024 (but such report shall not be deemed to be incorporated by reference to this Proxy Statement).

The global GAAP pension deficit increased during 2023 by approximately $160 million to approximately $700 million. Approximately, $70 million of this increase was due to the purchase of insurance contracts in our overfunded UK plans, using plan assets, as the first step towards an anticipated full-risk transfer of those plans. The remainder of the deficit increase was due primarily to lower discount rates. During the year, we executed our pension management strategy with two annuity purchases that transferred an aggregate of approximately $500 million in pension liabilities to a third-party insurer. These transactions were funded with plan assets.

In 2023, we had operating cash flow of  $74.2 million, ($4.5) million of free cash flow and $43.5 million of pre-pension free cash flow. We had approximately $387.7 million in cash and cash equivalents on the balance sheet as of December 31, 2023.

2023 Compensation Highlights

What Guides Our Program

Our Principles-Based Philosophy

Our executive compensation program is designed to align the interests of our executives with those of our stockholders and drive long-term profitable and sustainable growth, as well as to maintain leadership stability and incentivize successful execution of our strategy and operating plan. We believe these objectives are achieved through application of the following principles:

Compensation Components Overview

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