Unisys (UIS) Proxy Filing summary

Executive summary

• Achieved a 55% YoY increase in pre-pension free cash flow to $128M and improved non-GAAP operating margin to 9.1% in 2025, despite a 2.9% revenue decline and a GAAP operating margin contraction to 4.0%.

• Year-end backlog rose to $3.2B, up from $2.8B, indicating a stronger outlook for future growth.

• Ended 2025 with $414M in cash and reduced the global GAAP pension deficit by $300M to $450M.

• Embedded AI across solutions, positioning it as a long-term growth driver.

Voting matters and shareholder proposals

• Election of ten directors for terms expiring at the 2027 annual meeting.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Amendment to increase shares under the 2024 Long-Term Incentive and Equity Compensation Plan by 3.9M shares.

• Amendment to eliminate supermajority voting provisions from the Certificate of Incorporation.

Board of directors and corporate governance

• Board comprises ten nominees with an average tenure of 7.3 years, 90% independent, and diverse expertise in leadership, finance, technology, and international business.

• Annual board and committee self-evaluations, regular executive sessions, and a Lead Independent Director role.

• Separate CEO and Chair roles, with regular board refreshment and a mandatory retirement age of 74.

• No stockholder rights plan; proposing elimination of all supermajority voting requirements.