Unisys (UIS) Proxy Filing summary

Executive summary

• Achieved a 55% YoY increase in pre-pension free cash flow to $128M, with a year-end cash balance of $414M and a backlog of $3.2B, indicating improved liquidity and future revenue stability.

• 2025 revenue was $1.95B, down 2.9% YoY; GAAP operating margin was 4.0% (down 80 bps), but non-GAAP margin improved to 9.1%.

• Executed $2.2B in total contract value, strengthening recurring revenue streams and financial foundation.

• Embedded AI in solutions, positioning for long-term demand and innovation.

• CEO transition completed in April 2025, with Michael Thomson appointed as CEO and President.

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 the 2024 Long-Term Incentive and Equity Compensation Plan to add 4M 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 and 90% independence.

• Board skills include senior leadership, technology, financial expertise, and international experience.

• Annual board and committee self-evaluations, regular executive sessions, and director education.

• Chair and CEO roles are separated; Lead Independent Director role established.

• Ongoing board refreshment and stockholder engagement, including outreach to holders of 54% of shares.