SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was
determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials: |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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To: The Record Stockholders of Unisys Corporation as of the Close of Business on March 1,
2010.
In accordance with Section 242 of the Delaware General Corporation Law, Unisys Corporation hereby
provides notice that it is submitting proposed amendments (Items 1 and 3) to the Restated
Certificate of Incorporation of the Corporation to its stockholders at its 2010 Annual Meeting of
Stockholders. The text of the proposed amendments is set forth below (proposed deletions are
indicated by strike-throughs and proposed additions are indicated by underlining):
Text of Proposed Amendments to
Article VI, Sections 2, 4 and 5 of
Restated Certificate of Incorporation of
Unisys Corporation
(Item 1)*
Section 2. Terms. The directors, other than those who may be elected by the
holders of any class or series of stock having a preference over the Common Stock as to dividends
or upon liquidation, shall be divided into three classes, as nearly equal in number as possible,
with the term of office of the first class to expire at the 1985 Preferred Stock, shall,
commencing with the Annual Meeting of Stockholders, the term of office of the second class to
expire at the 1986 scheduled to be held in calendar year 2011 (the 2011 Annual Meeting), be
elected at each Annual Meeting of Stockholders and the term of office of the third class to
expire at the 1987 Annual Meeting of Stockholders. At eachfor a term expiring at the next
Annual Meeting of Stockholders following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be elected for a term of office to
expire at the third succeeding Annual Meeting of Stockholders after their election.their
election and shall remain in office until their successors shall have been elected and qualified or
until their earlier death, resignation, retirement, disqualification or removal. The term of
office of each director serving on the Board of Directors immediately prior to the election of
directors at the 2011 Annual Meeting (other than any directors elected by holders of Preferred
Stock) shall expire at the 2011 Annual Meeting, notwithstanding that any such director may have
been elected for a term that extended beyond the date of the 2011 Annual Meeting, but such director
may remain in office beyond the expiration of such term expiring at the 2011 Annual Meeting until a
successor is elected and qualified or until such directors earlier death, resignation, retirement,
disqualification or removal.
Section 4. Newly Created Directorships and Vacancies. Subject to the rights of the
holders of any series of Preferred Stock then outstanding, newly created directorships resulting
from any increase in the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from office or other cause
shall be filled by a majority vote of the directors then in office, and directors so choseneven
if less than a quorum. Any director so chosen (other than a director elected by holders of
Preferred Stock) shall hold office for a term expiring at the next Annual Meeting of
Stockholders at which the term of the class to which they have been elected expires following
his or her election and shall remain in office until such directors successor shall have been
elected and qualified or until such directors earlier death, resignation, retirement,
disqualification or removal. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
Section 5. Removal. Subject to the rights of the holders of any series of Preferred
Stock then outstanding, any director, or the entire Board of Directors, may be removed from office
at any time, but only forwith or without cause and only, by the affirmative vote of
the holders of at least 80% of the voting power of all of the shares of the Corporation entitled to
vote generally in the election of directorsthereon, voting together as a single class.
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Conforming amendments will be made to the Bylaws of Unisys Corporation |
Text of Proposed Amendments to
Article VI, Section 1 of
Restated Certificate of Incorporation of
Unisys Corporation
(Item 3)*
Section 1. Number. The business and affairs of the Corporation shall be managed under
the direction of the Board of Directors which, subject to any right of the holders of any series of
Preferred Stock then outstanding to elect additional directors under specified circumstances, shall
consist of not less than 107 nor more than 2015 persons. The exact number of
directors within the minimum and maximum limitations specified in the preceding sentence shall be
fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of
the entire Board of Directors.
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Conforming amendments will be made to the Bylaws of Unisys Corporation |