Notice of Annual Meeting of Stockholders

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 26, 2018

Date and Time May 5, 2023 (Friday) 8:00 AM (Eastern Time)

Virtual Meeting You will be able to attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/UIS2023

Who Can Vote Record holders of Unisys common stock at the close of business on March 6, 2023

Unisys Corporation will hold its 20182023 Annual Meeting of Stockholders at the Courtyard Philadelphia Downtown, 21 North Juniper Street, Philadelphia, Pennsylvania, on Thursday, April 26, 2018, at 8:00 a.m., local time, to:

Proposals				Board Recommendation	For Further Details
Proposal 1		Elect eleven directors		“FOR” each director nominee		Page 10
	1.	elect nine directors;

	2.	ratify
Proposal 2		Hold an advisory vote to approve executive compensation		“FOR”		Page 30
Proposal 3		Hold an advisory vote on the frequency of holding an advisory vote on executive compensation		Every “ONE YEAR”		Page 64
Proposal 4		Ratify the selection of the Company’s independent registered public accounting firm for 2018;2023		“FOR”		Page 65
Proposal 5		Approve the Unisys Corporation 2023 Long-Term Incentive and Equity Compensation Plan		“FOR”		Page 67

Stockholders will also transact any other business properly brought before the meeting.

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. You will be able to attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/UIS2023, where you will be able to listen to the meeting live, submit questions, and vote. Only record holders of Unisys common stock at the close of business on February 26, 2018March 6, 2023, will be entitled to vote at the annual meeting.

By Order of the Board of Directors,

Claudius Sokenu

Senior Vice President, General Counsel,
Corporate Secretary and Chief Administrative Officer
Blue Bell, Pennsylvania
March 24, 2023

How to Vote

Internet www.proxyvote.com		Telephone 1-800-690-6903		Mail Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope

Table of Contents

Table of Contents

	Letter to Stockholders	1
	Notice of Annual Meeting of Stockholders	2
	Proxy Summary	4
	Proposal 1 – Election of Directors	10
	Board Overview	10
	Information Regarding Nominees	13
	Director Independence	19
	Director Nomination Process	20
	Stockholder Nominations of Director Candidates	20
	Corporate Governance	21
	Corporate Governance Principles	21
	Board and Committee Structure	21
	Director Engagement	25
	Board’s Role in Corporate Oversight	25
	Other Governance Policies and Procedures	27
	Compensation of Directors	28
	Proposal 2 – Advisory Vote to Approve Executive Compensation	30
	Compensation Discussion & Analysis	31
	Compensation and Human Resources Committee Report	49
	Executive Compensation Tables	50
	CEO Pay Ratio	58
	Pay Versus Performance	58
	Proposal 3 – Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation	64
	Proposal 4 – Ratification of the BoardSelection of Directors,Independent Registered Public Accounting Firm	65
	Independent Registered Public Accounting Firm Fees & Services	66
	Pre-Approval Policies and Procedures	66
	Audit and Finance Committee Report	66
	Proposal 5 - Approval of the Unisys Corporation 2023 Long-Term Incentive and Equity Compensation Plan	67
	Gerald P. KenneyGeneral	67
	Why Stockholders Should Approve The 2023 Equity Plan	68
	Senior Vice President, General CounselKey Plan Features	68
	Plan Summary	69
	and SecretaryU.S. Federal Income Tax Consequences	73
	Equity Compensation Plan Information	75
Blue Bell, Pennsylvania	Security Ownership of Certain Beneficial Owners and Management	76
	Delinquent Section 16(a) Reports	77
March 16, 2018	Annual Meeting Information	78

Important Notice Regarding the Availability of Proxy Materials for the Stockholder

Meeting to be Held on April 26, 2018:

The Company’s proxy statement and annual report are available at

www.proxyvote.com

TABLE OF CONTENTS

Forward-Looking Statements

These proxy materials contain information that may constitute “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects” and similar expressions may identify such forward-looking statements. All forward-looking statements rely on assumptions and are subject to risks, uncertainties and other factors that could cause the Company’s actual results to differ materially from expectations. Factors that could affect future results include, but are not limited to, those discussed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Any forward-looking statement speaks only as of the date on which that statement is made. The Company assumes no obligation to update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made.

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Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. 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.

Proposal 1
Election of Directors
	The Board recommends a vote FOR each director nominee.			See page 10
			2

Board Information

Director Nominees

The following provides summary information about each director nominee.

			Director	Committee Membership
Name and Primary Occupation		Age	Since	AFC	CHRC	NCGC	SRC
	Peter A. Altabef, CHAIR OF THE BOARD Chief Executive Officer, Unisys Corporation	63	2015
	Nathaniel A. Davis, LEAD INDEPENDENT DIRECTOR  IND  Former Chairman of the Board and Chief Executive Officer, Stride, Inc.	69	2011
	Matthew J. Desch  IND  Chief Executive Officer, Iridium Communications Inc.	65	2019		M
	Philippe Germond  IND  Partner, Barber Hauler Capital Advisers	66	2016			C
	Deborah Lee James  IND  Former U.S. Secretary of the Air Force	64	2017		M	M
	John A. Kritzmacher  IND  Former Executive Vice President and Chief Financial Officer, John Wiley & Sons, Inc.	62	2022	M			M
	Paul E. Martin  IND  Former Senior Vice President and Chief Information Officer, Baxter International, Inc.	65	2017	M			C
	Regina Paolillo  IND  Former Global Chief Operating Officer, TTEC Holdings, Inc.	64	2018	M			M
	Troy K. Richardson  IND  Former President of the Digital Thread group, PTC Inc.	60	2021	M			M
	Lee D. Roberts  IND  Chief Executive Officer and President, BlueWater Consulting, LLC	70	2011		C	M
	Roxanne Taylor  IND  Former Senior Vice President and Chief Marketing and Communications Officer, Memorial Sloan-Kettering Cancer Center	66	2021		M	M

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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.

Independence	Diversity

Tenure	Age

Qualifications and Experience

	Senior Leadership			Technology
	ELECTION OF DIRECTORS	11/11			11/11
			3
Summary	Public Company Board			Industry Sectors
		10/11			9/11
			3
Information Regarding Nominees	CEO			International
		5/11			8/11
			6
Board Meetings; Attendance at Annual Meetings	Financial Expertise			11
	Independence of Directors	4/11			11

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|    Proxy Summary

Corporate Governance Highlights

Proposal 2
		Committees
Advisory Vote to Approve Executive Compensation
	The Board recommends a vote FOR this proposal.			See page 30
			12

Our Principles-Based Philosophy

Our executive compensation program is designed to align executives with shareholders 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:

Alignment with Long- Term Shareholders’ Interests	Competitiveness	Motivating Achievement of Financial Goals and Strategic Objectives	Rewarding Superior Performance	Responding to Change

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Executive Compensation Overview

The Unisys executive compensation program includes base salary, short-term incentives and long-term incentives, each of which is described below for our CEO and our Named Executive Officers (“NEOs”) each of whose compensation is discussed in more detail in “Compensation Discussion and Analysis.”

		Target Mix
	Element	CEO		NEOs	Description	Why is it provided
	Base Salary				Paid in cash	●  Provides a competitive fixed rate of pay relative to similar positions in the market ●  Enables the Company to attract and retain critical executive talent
	Short-Term Incentives (“STI”)				Paid annually in cash under the Executive Variable Compensation (“EVC”) Plan	●  Focuses NEOs on achieving rigorous and challenging annual performance goals aligned with the Company’s annual operating plan to drive long-term shareholder value creation
	Long-Term Incentives (“LTI”)				Paid under the LTI Plan using a combination of equity and cash	●  2/3 dependent on performance metrics and 1/3 time-based ●  Focuses NEOs on longer-term goals strongly aligned to drive shareholder value creation, as well as support the Company’s leadership retention strategy

Compensation Mix

The charts below show the total target compensation mix of our CEO and our other NEOs. These charts illustrate that a significant majority of our NEOs’ total target compensation is “at risk” (87% for our CEO and an average of 72% for our other NEOs).

	CEO		Other NEOs
Director Nomination Process			14
Communications with Directors
			15

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|    Proxy Summary

2022 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 exceptional governance principles. Below are highlights of our governance practices:

What We Do				What We Don’t 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   Require one-year minimum vesting for all LTI awards   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				Excise tax gross-ups on a change in control   Excessive severance in a change in control or termination   Excessive perquisites   Hedging transactions, speculation, short sales, margin accounts or pledging 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

Table of Contents

Proposal 3
Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation
	The Board Leadership Structure recommends a vote for the option of every ONE YEAR.			See page 59
			15

Proposal 4
		Risk Oversight			16
CompensationRatification of Directors					16
Codethe Selection of Ethics and Business Conduct			18
Corporate Governance Guidelines			18
Related Party Transactions			20
Audit and Finance Committee Report			21
Independent Registered Public Accounting Firm Fees and Services
	The Board recommends a vote FOR this proposal.			See page 60
			21

Proposal 5
		RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Approval of Unisys Corporation 2023 Long-Term Incentive and Equity Compensation Plan
	The Board recommends a vote FOR this proposal.			See page 62
			22

The Unisys Corporation 2023 Long-Term Incentive and Equity Compensation Plan (the “2023 Equity Plan”) 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 2023 Equity Plan:

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			22
EQUITY COMPENSATION PLAN INFORMATION Proposal 1 Election of Directors
			24
The Board currently consists of twelve members, each of whose term expires at the annual meeting. Denise K. Fletcher will retire from the Board at the annual meeting. Each of the remaining eleven directors has been nominated for reelection for a term expiring at the 2024 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.
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	The Board of Directors recommends a vote “FOR” all nominees.
				25
EXECUTIVE COMPENSATION			27
Compensation Discussion and Analysis			27
Compensation Committee Report			51
Summary Compensation Table			52
Grants of Plan-Based Awards			53
Outstanding Equity Awards at FiscalYear-End			54
Option Exercises and Stock Vested			57
Defined Contribution Plans			57
Potential Payments upon Termination or Change in Control			57
CEO Pay Ratio			61
GENERAL MATTERS			61
Section 16(a) Beneficial Ownership Reporting Compliance			61
Policy on Confidential Voting			62
Stockholder Proposals and Nominations			62
Householding of Proxy Materials			62
Forward-Looking Statements			63
Other Matters			63

UNISYS CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

April 26, 2018

The Board of Directors of Unisys Corporation solicits your proxy for use at the 2018 Annual Meeting of Stockholders to be held on April 26, 2018 and at any adjournments or postponements thereof. At the annual meeting, stockholders will be asked to (1) elect directors, (2) ratify the selection of the Company’s independent registered public accounting firm, (3) approve, on an advisory basis, the compensation of the Company’s named executive officers and (4) transact any other business properly brought before the meeting.Snapshot

The record date for the annual meeting is February 26, 2018. 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, 50,639,210 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 2017, are being made available to stockholders on or about March  16, 2018.

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.

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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 election of directors, (2) FOR the ratification of the selection of independent registered public accounting firm, (3) FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers, and (4) 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 advisory 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 ratification of the selection of independent registered public accounting firm is 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 February 26, 2018. The trustee will vote those shares in accordance with your instructions if it receives your completed proxy by April 23, 2018. 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.

Required Vote

Each share of Unisys common stock outstanding on the record date is entitled to one vote on each matter to be voted upon.

2

Election of Directors (Item 1). 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 do not include abstentions and brokernon-votes.

Independent Registered Public Accounting Firm (Item 2). The proposal to ratify the selection of the Company’s independent registered public accounting firm will 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. Any shares not voted by abstention or otherwise will have the same effect as a vote “Against” the proposal. There will be no brokernon-votes for the proposal to ratify the selection of the Company’s independent registered public accounting firm since brokers will be entitled to vote on this “routine” proposal.

Advisory Vote to Approve Executive Compensation (Item 3). The advisory resolution to approve executive compensation will 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. Any shares not voted by abstention or otherwise will have the same effect as a vote “Against” the proposal. Brokernon-votes will not be included in the vote totals and therefore will have no effect on the advisory vote on executive compensation.

The advisory vote to approve executive compensation (Item 3) 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.

ELECTION OF DIRECTORS

(Item 1)

Summary

The Board of Directors of Unisys Corporation (the “Board of Directors” or the “Board”) currently consists of eleven members, each of whose term expires at the annual meeting. Mr. Paul Weaver and Ms. Alison Davis each will retire from the Board at the annual meeting. Each of the remaining nine directors has been nominated for reelection for a term expiring at the 2019 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.

3

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.

Independence	Diversity
Tenure	Age

AGE

TENURE

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2023 Proxy Statement		11
DIVERSITY		INDEPENDENCE

4

BACKGROUND AND EXPERIENCE

Mr. Weaver and Mr. Cohon retired, and Ms. Fletcher will be retiring, from the Board in compliance with the Company’s mandatory retirement age for directors as set forth in the Company’s Bylaws.

Background & Experience

Altabef

Davis

Desch

Germond

James

Kritzmacher

Martin

Paolillo

Richardson

Roberts

Taylor

Senior Leadership Experience serving in a senior leadership role ofa complex organization

Public Company Board

Experience as a board member of anotherpublicly-traded company

CEO

CEO Experience serving as a Chief Executive Officerof a publicly-traded company

Financial Expertise

Financial Expertise Experience or expertise in finance, accounting,financial management or financial reporting

Technology

Technology Experience or expertise in the informationtechnology industry

Industry Sectors

Industry Sectors Knowledge of or experience in one or more ofthe client industry sectors or growth segments that the Company serves

International Company’s primary target markets

International Experience with global business operations orwith doing business internationally

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12	|    Election of Directors

Board Diversity

2023 Proxy Statement

13

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 are as follows.

The Board of Directors recommends a vote “FOR” all nominees

follows below.

6Table of Contents

14				|    Election of Directors
JARED L. COHON Age: 70 Director Since: 2013 Compensation Committee Nominating and Corporate Governance Committee Independent

7

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8

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16	|    Election of Directors

9

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10

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18	|    Election of Directors

Board Meetings; Attendance at Annual Meetings

The BoardTable of Directors held five meetings in 2017. During 2017, 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 the Company’s policy that all directors should attend the annual meeting of stockholders. All of the Company’s current directors who were directors at the time of the 2017 annual meeting attended that meeting.

ContentsIndependence of Directors

All of the Company’s directors and nominees for director other than Mr. Altabef 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 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 below in paragraph 2 of “Corporate Governance Guidelines”. Allnon-employee directors met these criteria in 2017.

11

Committees

The Board of Directors has a standing Audit and Finance Committee, Compensation Committee and Nominating and Corporate Governance Committee. The specific functions and responsibilities of each committee are set forth in its charter, which is available on the Company’s web site 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:

12

13

Director Nomination ProcessIndependence

As part of the nomination process, the Nominating and Corporate Governance Committee is responsible for determining the appropriate skills and characteristics required of new Board members in the context of the currentmake-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. Since the last annual meeting, the Nominating and Corporate Governance Committee recommended, and the Board elected, two new directors, Ms. James in August 2017 and Ms. Paolillo in March 2018. As part of the selection process, the Board considered Ms. James’ unparalled senior homeland and national security experience in the federal government and private sector and Ms. Paolillo’s experience as a financial and operational leader with a broad understanding of the strategic priorities of technology and services organizations.

As set forth above, the Nominating and Corporate Governance Committee considers diversity as one of a number of factors in identifying nominees for director. It does not, however, have a formal policy in this regard. The committee views diversity broadly to include diversity of experience, skills and viewpoint as well as traditional diversity concepts such as race and gender.

The Nominating and Corporate Governance Committee receives suggestions for new directors from a number of sources, including Board members. It also may, in its discretion, employ a third-party search firm to assist in identifying candidates for director. The committee will also consider recommendations for Board membership received from stockholders and other qualified sources. Recommendations on director candidates must be in writing and addressed to the Chair of the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422.

14

The full Board is responsible for final approval of new director candidates, as well as the nomination of existing directors for reelection. With respect to existing directors, prior to making its recommendation to the full Board, the Nominating and Corporate Governance Committee, in consultation with the Chairman of the Board and Chief Executive Officer, reviews each director’s continuation on the Board as a regular part of the annual nominating process. Specific information on the qualifications of each of the Company’s directors is included above.

Communications with Directors

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

Board Leadership Structure

The Board believes that it should have the flexibility to make the selection of Chairman of the Board and Chief Executive Officer 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, one way or the other, on whether the same person should serve as both the CEO and Chairman of the Board or, if the roles are separate, whether the Chairman should be selected from thenon-employee directors or should be an employee. The Company’s corporate governance guidelines require the Board to elect a lead director from its independent directors whenever the Chairman is an employee of the Company.

When Mr. Altabef began as the Company’s CEO in January 2015, the Board determined to separate the positions of Chairman and CEO as Mr. Altabef transitioned into the role and appointed Mr. Weaver asnon-executive Chairman to provide the Board with independent leadership during the CEO transition and to enable Mr. Altabef, as incoming CEO, to concentrate on the Company’s business operations.

In accordance with the Company’s Bylaws, the current Chairman of the Board, Mr. Weaver, will not stand for reelection at the annual meeting because he has reached age 72. In preparation for this transition, the Board conducted anin-depth review of its leadership structure and considered the individuals best-suited to lead the Board as the Company implements and executes its business strategy. As a part of this review, the Nominating and Corporate Governance Committee hired a third-party firm to conduct interviews of each director to assess the skill set and qualifications that each director believed was important for the Chairman to possess and to discuss with each director who would most effectively lead the Board. In making its recommendation to the Board, the Nominating and Corporate Governance Committee also reviewed recommended best practices for corporate governance.

As a result of this process, based on the recommendation of the Nominating and Corporate Governance Committee, the Board determined that combining the positions of Chairman and CEO and electing Mr. Altabef to serve as the Chairman and Mr. Davis to serve as independent lead director upon Mr. Weaver’s retirement best positions the Board and management to implement the Company’s strategy and deliver value to the Company’s stockholders going forward. The Board believes that adopting this leadership structure will provide independent board leadership and oversight while benefiting the Company by

15

having Mr. Altabef also serve as Chairman following his transition as incoming CEO, during which he demonstrated the strong leadership and vision necessary to drive the Company’s strategies and achieve its objectives.

Risk Oversight

In its oversight role, the Board of Directors annually reviews the Company’s strategic and operating plans, which address, among other things, the risks and opportunities facing the Company. The Board also has overall responsibility for executive officer succession planning and reviews succession plans each year. The Board has delegated certain risk management oversight responsibility to the Board committees. As part of its responsibilities as set forth in its charter, the Audit and Finance Committee is responsible for discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures, including the Company’s risk assessment and risk management policies. In this regard, the Company’s chief audit executive prepares annually a corporate risk assessment report and provides that report to the Board of Directors each year. This report identifies the material business risks (including strategic, operational, financial reporting and compliance risks) for the Company and identifies the controls and management initiatives that respond to and mitigate those risks. The Company’s management regularly evaluates these controls, and the chief audit executive periodically reports to the Audit and Finance Committee regarding their design and effectiveness. The Audit and Finance Committee also receives annual reports from management on the Company’s ethics program and on environmental compliance, regularly reviews with management the Company’s financial arrangements, capital structure and the Company’s ability to access the capital markets, and oversees the allocation policies with respect to the Company’s pension assets, as well as the performance of pension plan investments. As part of its responsibilities as set forth in its charter, the Compensation Committee annually reviews management’s assessment of risk as it relates to the Company’s compensation arrangements. The Nominating and Corporate Governance Committee annually reviews the Company’s corporate governance guidelines and their implementation. Each committee regularly reports to the full Board.

Compensation of Directors

The Company’snon-employee directors receive an annual retainer of $60,000. Mr. Weaver receives an additional $100,000 annual retainer for serving as Chairman of the Board. The chair of the Audit and Finance Committee receives a $26,000 annual retainer, the chair of the Compensation Committee receives a $19,000 annual retainer and the chair of the Nominating and Corporate Governance Committee receives a $16,250 annual retainer. Each other member of the Audit and Finance Committee receives a $12,000 annual retainer and each other member of the Compensation Committee and the Nominating and Corporate Governance Committee receives a $7,500 annual retainer. On February 9, 2017, eachnon-employee director at the time of the Board meeting on that date received an annual grant of 10,639 restricted stock units having a value of $150,010 based on the fair market value of Unisys common stock on that date that vested immediately. On April 26, 2017, Mr. Martin received an annual grant of 12,500 restricted stock units having a value of $150,000 based on the fair market value of Unisys common stock on that date that vested immediately. On October 20, 2017, Ms. James received a grant of 8,427 restricted stock units having a value of $75,000 based on the fair market value of Unisys common stock on

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that date that vested immediately. Directors may defer receipt of these restricted stock units until termination of service, or until a specified date, under the Company’s deferred compensation plan for directors.

The annual retainers described above are paid in monthly installments in cash. However, directors may defer until termination of service, or until a specified date, all or a portion of their cash fees under the Company’s 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. Formerly, directors could choose, on an annual basis, to receive their fees in the form of common stock equivalent units under the Unisys Corporation Director Stock Unit Plan. The value of each stock unit at any point in time is equal to the value of one share of Unisys common stock. Stock units are recorded in a memorandum account maintained for each director. A director’s stock unit account is payable in Unisys common stock, either upon termination of service or on a date specified by the director, at the director’s option. Directors do not have the right to vote with respect to any stock units. This plan was terminated in 2004 and no shares (other then shares subject to outstanding awards previously received) are available for future issuance under this plan. 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 cash, stock units, stock options or restricted stock units for their services as directors. The following table provides a summary of the 2017 compensation of currentnon-employee directors who served during 2017.

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Under the Company’s 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. The number of shares owned by each director is set forth in the stock ownership table on page 26.

Code of Ethics and Business Conduct

The Unisys Code of Ethics and Business Conduct applies to all employees, officers (including the Chief Executive Officer, Chief Financial Officer and principal accounting officer or controller) and directors. The code is posted on the Company’s web site 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 Chief Executive Officer, Chief Financial Officer or principal accounting officer or controller) at this location on its web site.

Corporate Governance Guidelines

The Board of Directors has adopted Guidelines on Significant Corporate Governance Issues. The full text of these guidelines is available on the Company’s web site at www.unisys.com/governance and is also available in print to any stockholder who requests it. Among other matters, the guidelines cover the following:

1. A majority of the Board of Directors shallis required to qualify as independent under the listing standards of the NYSE.New York Stock Exchange (the “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.U.S. Securities and Exchange Commission (the “SEC”).

2. 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 Board has determined that the following commercial or charitable relationships will not be considered to be material relationships that would impair independence: (a) if a director is an executive officer or partner of, or owns more than a ten percent equity interest in, a company that does business with Unisys, and sales to or purchases from Unisys are less than one percent of the annual revenues of that company and (b) if a director is an officer, director or trustee of a charitable organization, and Unisys contributions to that organization are less than one percent of its annual charitable receipts.

All of the Company’s directors and nominees for director other than Mr. Altabef 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 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 2022, the Board determined that none of its non-employee directors has a material relationship with Unisys.

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Director Nomination Process

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3. TheAs part of the nomination process, the Nominating and Corporate Governance Committee is responsible for determining the appropriate skills and characteristics required of new Board members in the context of itsthe currentmake-up of the Board and will considerfor 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 agethe 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 assessmentcollective 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 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 needsNominating and Corporate Governance Committee, c/o Corporate Secretary, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422.

Any stockholder who intends to make a nomination for the Board of Directors at the annual meeting must deliver to the Company not less than 90 days prior to the date of the Board.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.

4. 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 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 2024 annual meeting of stockholders, no later than March 6, 2024). If the date of the 2024 annual meeting of stockholders 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 2024 annual meeting of stockholders and the 10th calendar day following the date on which public announcement of the date of the 2024 annual meeting of stockholders is first made by the Company.

Each year, the Chairman should qualify as independent under the listing standards of the NYSE.

5. In accordance with the Company’s Bylaws, no director shall stand forre-election at any annual stockholders’ meeting following attainment of age 72 and no person shall be elected a director (as a result of an increase in the number of directors, to fill a vacancy or otherwise) if such person has attained the age of 72.

6. Directors should volunteer to resign from the Board upon a change in primary job responsibility. The Nominating and Corporate Governance Committee will review the appropriateness of continued Board membership under the circumstances and will recommend, and the Board will determine, whether or not to accept the director’s resignation. In addition, if the Company’s Chief Executive Officer resigns from that position, he is expected to offer his resignation from the Board at the same time.

7.Non-employee directors are encouraged to limit the number of public company boards on which theymakes a recommendation regarding who should serve to no more than four in addition to the Company’s and should advise the Chairmanas Chair of the Board and, if the general counselrecommended 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.

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Board Committees

The Board of Directors 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:

Director		Audit and Finance Committee		Compensation and Human Resources Committee		Nominating and Corporate Governance Committee		Security and Risk Committee
Peter A. Altabef
Nathaniel A. Davis
Matthew J. Desch
Denise K. Fletcher
Philippe Germond
Deborah Lee James
John A. Kritzmacher
Paul E. Martin
Regina Paolillo
Troy K. Richardson
Lee D. Roberts
Roxanne Taylor

Chair           Member

Audit and Finance Committee
Members: Denise K. Fletcher (Chair) John A. Kritzmacher Paul E. Martin Regina Paolillo Troy K. Richardson Independenceand Qualifications: The Board has determined that each of Ms. Fletcher, Mr. Kritzmacher, Mr. Martin, Ms. Paolillo and Mr. Richardson qualifies as independent under the listing standards of the NYSE and is financially literate and that Ms. Fletcher, Mr. Kritzmacher and Ms. Paolillo are each an “audit committee financial expert” as defined by the SEC. Number of Meetings: 11		Purpose: ●  The Audit and Finance Committee assists the Board in its oversight of: (1)  the integrity of our financial statements and its financial reporting and disclosure practices; (2)  the adequacy and effectiveness of its systems of internal controls regarding financial reporting and accounting compliance; (3)  the independence and qualifications of our independent registered public accounting firm; (4)  the performance of our internal audit function and our independent registered public accounting firm; (5)  our compliance with legal and regulatory requirements and the adequacy and effectiveness of its ethical and environmental compliance programs; (6)  our financial affairs, including its capital structure, financial arrangements, capital spending and acquisition and disposition plans; and (7)  the named plan fiduciaries responsible for the administration and the management and investment of plan assets in the pension, savings and welfare benefit plans sponsored by the Company. ●  The Audit and Finance Committee is also responsible for preparing the report required by the SEC to be included in the Company’s annual proxy statement. ●  Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed at our Investor Relations website at www.unisys.com/governance.

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Compensation and Human Resources Committee
Members: Lee D. Roberts (Chair) Matthew J. Desch Deborah Lee James Roxanne Taylor Independenceand Qualifications: The Board has determined that each of Mr. Desch, Ms. James, Mr. Roberts and Ms. Taylor qualifies as independent under the listing standards of the NYSE. Number of Meetings: 5		Purpose: ●  The Compensation and Human Resources Committee: (1)  oversees the compensation of our executive officers; (2)  oversees the compensation-related policies and programs involving our executive officers and the level of benefits of officers and key employees; (3)  reviews and recommends to the Board compensation of our directors; (4)  reviews the senior executive succession plan and the senior executive leadership development process as presented by the Chief Executive Officer; and (5)  reviews our human capital and people strategy as presented by the Chief Human Resources Officer. ●  The committee regularly reviews and approves our executive compensation strategy and principles to ensure they are aligned with our business strategy and objectives and with stockholder interests. ●  Under its charter, the Compensation and Human Resources Committee annually reviews and approves goals and objectives relevant to the compensation of the Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of those goals and objectives and makes recommendations to the independent members of the Board concerning the compensation of the Chief Executive Officer. ●  The committee also annually reviews and approves compensation levels of the other executive officers. To do so, the committee solicits input from our Chief Executive Officer regarding the compensation of our executive officers. ●  The Compensation and Human Resources Committee also reviews and recommends to the Board the adoption of director compensation programs. The Company’s guidelines regarding the compensation of directors are described more fully under “Compensation of Directors” below. ●  Under its charter, the Compensation and Human Resources Committee also annually reviews management’s assessment of risk as it relates to our compensation arrangements, practices, policies and programs for executive officers and other employees to determine whether such arrangements, practices, policies and programs encourage unnecessary or excess risk taking and whether any risks arising from such arrangements, practices, policies and programs are reasonably likely to have a material adverse effect on the Company. ●  The Compensation and Human Resources Committee regularly receives reports and recommendations from management and from its outside compensation consultant to assist it in carrying out its responsibilities. ●  The Compensation and Human Resources Committee also periodically reviews our human capital and people strategy, including regarding our culture, associate engagement and talent management, to assess alignment with achieving our long-term performance and growth objectives, including periodically reviewing our employee diversity, equity and inclusion policies, programs and initiatives and other recruitment, retention, development and internal human capital programs. ●  The Compensation and Human Resources Committee has engaged Meridian Compensation Partners, LLC (“Meridian”) as its outside compensation consultant. During 2022, Meridian and its affiliates did not provide any additional services to the Company or its affiliates, and the work of Meridian has not raised any conflict of interest. ●  Under its charter, the committee also may consult with legal, accounting or other advisors, as appropriate, and may form and delegate authority to subcommittees when appropriate. ●  Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed at our Investor Relations website at www.unisys.com/governance.

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Nominating and Corporate Governance Committee
Members: Philippe Germond (Chair) Deborah Lee James Lee D. Roberts Roxanne Taylor Independenceand Qualifications: The Board has determined that each of Mr. Germond, Ms. James, Mr. Roberts and Ms. Taylor qualifies as independent under the listing standards of the NYSE. Number of Meetings: 4		Purpose: ●  The Nominating and Corporate Governance Committee identifies and reviews candidates and recommends to the Board of Directors nominees for membership on the Board of Directors. The director nomination process and the factors considered by the committee when reviewing candidates are described in “Director Nomination Process.” ●  It also oversees the Company’s corporate governance, including developing and recommending to the Board the corporate governance guidelines adopted by the Board each year. ●  The Nominating and Corporate Governance Committee oversees the evaluation of the Board of Directors, including reviewing annually with the Board the independence of outside directors and annually facilitating the Board’s self-assessment of its performance. ●  The Nominating and Corporate Governance Committee also reviews management’s report on our posture with respect to environmental, social and governance (“ESG”) and corporate social responsibility (“CSR”) matters. ●  Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed at our Investor Relations website at www.unisys.com/governance.

Security and Risk Committee
Members: Paul E. Martin (Chair) Denise K. Fletcher John A. Kritzmacher Regina Paolillo Troy K. Richardson Independenceand Qualifications: The Board has determined that each of Ms. Fletcher, Mr. Kritzmacher, Mr. Martin, Ms. Paolillo and Mr. Richardson qualifies as independent under the listing standards of the NYSE. Number of Meetings: 4		Purpose: ●  The Security and Risk Committee assists the Board of Directors in its oversight responsibilities with regard to the Company’s organization-wide security and enterprise risk management practices, including: (1)  overseeing the practices, procedures and controls that management uses to identify, manage and mitigate risks related to cybersecurity, privacy and disaster recovery and respond to incidents with respect thereto; and (2)  overseeing the practices, procedures and controls that management uses to identify, manage and mitigate other key enterprise risks that the Company faces such as strategic, commercial, physical security, property, workplace safety, legal, regulatory, and reputational risks. ●  Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed at our Investor Relations website at www.unisys.com/governance.

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Director Engagement

Board Meetings and Attendance; Executive Sessions