Annual Meeting of Stockholders - April 30, 2014
The Board of Directors of Unisys Corporation solicits your proxy for use at the 2015 Annual Meeting of Stockholders to be held on April 30, 2015 and at any adjournments or postponements thereof. At the annual meeting, stockholders will be asked to (1) approve an amendment to the Company's Bylaws to increase the mandatory retirement age for directors from age 70 to age 72, (2) elect directors, (3) ratify the selection of the Company's independent registered public accounting firm, (4) approve, on an advisory basis, the compensation of the Company's named executive officers, and (5) transact any other business properly brought before the meeting.
The record date for the annual meeting is March 2, 2015. 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, 49,910,436 shares of common stock were outstanding. The presence, in person 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 2014, are being sent or given to stockholders on or about March 20, 2015.
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 or represented by proxy. You can vote by proxy over the 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 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. If you are the beneficial owner of shares held in "street name" by a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record if you wish to vote in person at the meeting.
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 proposal to amend the Company's Bylaws to increase the mandatory retirement age for directors from age 70 to age 72, (2) FOR the election of directors, (3) FOR the ratification of the selection of independent registered public accounting firm, (4) FOR the approval, on an advisory basis, of the compensation of the Company's named executive officers, and (5) 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 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 amendment to the Company's Bylaws to increase the mandatory retirement age for directors and the ratification of the selection of independent registered public accounting firm are 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 2, 2015. The trustee will vote those shares in accordance with your instructions if it receives your completed proxy by April 27, 2015. 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.
Each share of Unisys common stock outstanding on the record date is entitled to one vote on each matter to be voted upon.
Amendment to Bylaws (Item 1). The affirmative vote of not less than 80% of the outstanding shares of common stock entitled to vote is required to approve the proposal to amend the Company's Bylaws to increase the mandatory retirement age of directors. Abstentions will have the same effect as a vote "Against" the proposal.
Election of Directors (Item 2). 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 include votes to "Withhold" authority but do not include abstentions and broker non-votes.
Independent Registered Public Accounting Firm (Item 3); Advisory Vote on Executive Compensation (Item 4). The proposal to ratify the selection of the Company's independent registered public accounting firm and the advisory resolution to approve executive compensation will each 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 be included in the vote totals for these matters and therefore will have the same effect as a negative vote; broker non-votes will not be included in the vote totals and therefore will have no effect on the vote.
The advisory vote on executive compensation (Item 4) 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.