UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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):

Unisys Corporation

801 Lakeview Drive, Suite 100

Blue Bell, PA 19422

March 12, 202125, 2022

Dear Fellow Stockholder:

It is my pleasure to invite you to the Unisys 20212022 Annual Meeting of Stockholders. This year’s meeting will be held on Friday, April 23, 2021Thursday, May 5, 2022 and will begin at 8:00 a.m., Eastern time. Due toBased on the ongoing public health impactpositive experiences of the COVID-19 pandemic,past couple of years and 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. You will be able to attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/UIS2021UIS2022, where you will be able to listen to the meeting live, submit questions, and vote.

2020 was aUnisys had an active and exciting year like no other, but we emerged from it in a strong position, with significant improvements to capital structure2021. Execution against our strategic initiatives resulted in year-over-year growth in full-year revenue, profitability and liquidity during the yearfree cash flow. We expanded and full year revenue and non-GAAP operating profit margin that exceeded company expectations. We accomplished a number of major initiatives during 2020, including the sale ofenhanced our U.S. Federal business, a $485 million senior secured notes offering, significant reduction of our pension obligations, and development of our revised operating strategy. Our new business unit structure issolution portfolio in place as of the beginning of 2021,targeted areas in each segment, and we are excitedinvested in our sales force, solution architects, workforce management planning and marketing initiatives, which we expect to continue making progress withhelp advance our enhanced focus on higher-growth, higher-margin markets and solutions going forward.momentum in 2022.

We are pleased to continue our practice of making proxy materials available to our stockholders over the Internet. We believe that doing so allows us to provide you with the information you need, while reducing our printing and mailing costs and helping to conserve natural resources. Stockholders who continue to receive paper copies of proxy materials may help us to reduce costs further by opting to receive future proxy materials by email. You may register for electronic delivery of future proxy materials by following the instructions on either the enclosed proxy/voting instruction card or the Notice of Internet Availability of Proxy Materials that you received in the mail.

Your vote is important. Whether or not you plan to attend the annual meeting, I urge you to take a moment to vote on the items in this year’s proxy statement. Voting takes only a few minutes, and it will ensure that your shares are represented at the meeting.

Sincerely,

Peter A. Altabef

Chair, President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 23, 2021May 5, 2022

Unisys Corporation will hold its 20212022 Annual Meeting of Stockholders on Friday, April 23, 2021Thursday, May 5, 2022 at 8:00 a.m., Eastern time, to:

TheBased on the positive experiences of the past couple of years and 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 due to the ongoing public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, associates and partners.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/UIS2021UIS2022, 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 March 8, 20217, 2022 will be entitled to vote at the annual meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder

Meeting to be Held on April 23, 2021:May 5, 2022:

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

www.proxyvote.com

TABLE OF CONTENTS

UNISYS CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

April 23, 2021May 5, 2022

The Board of Directors of Unisys Corporation (the “Board of Directors” or the “Board”) solicits your proxy for use at the 20212022 Annual Meeting of Stockholders to be held on April 23, 2021May 5, 2022 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.

The record date for the annual meeting is March 8, 2021.7, 2022. 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, 66,977,82267,632,357 shares of common stock were outstanding. The presence, in person via webcast 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 2020,2021, are being made available to stockholders on or about March 12, 2021.25, 2022.

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 via webcast or represented by proxy. You can vote by proxy over the

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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 via webcast 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 via webcast. If you are the beneficial owner of shares held in “street name” by a bank, broker or other holder of record, you may gain access to the meeting by following the instructions in the voting instruction card provided by your bank, broker ofor other nominee. You may not vote your shares electronically at the annual meeting unless you receive a valid proxy from your bank, brokerage firm, broker dealer or other nominee holder.

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 March 8, 2021.7, 2022. The trustee will vote those shares in accordance with your instructions if it receives your completed proxy by April 20, 2021.May 2, 2022. 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.

Virtual Meeting Only

This year’sBased on the positive experiences of the past couple of years and 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 due to the ongoing public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, associates and partners.online. You will be able to attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/UIS2021UIS2022, where you

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Only record holders of Unisys common stock at the close of business on March 8, 20217, 2022 will be entitled to vote or submit questions at the annual meeting.

Even if you plan to attend the annual meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not to attend the annual meeting.

Access to the Audio Webcast of the Annual Meeting. The live audio webcast of the annual meeting will begin promptly at 8:00 a.m. Eastern time. Online access to the audio webcast will open approximately thirty minutes prior to the start of the annual meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time.

Log in instructions. To attend the online annual meeting, log in at www.virtualshareholdermeeting.com/UIS2021UIS2022. Stockholders as of the record date will need their unique 16-digit control number, which appears on the Notice and the instructions that accompanied the proxy materials, in order to be able to be able to submit a question or vote at the meeting. If you are the beneficial owner of shares held in “street name” by a bank, broker or other holder of record, you may gain access to the meeting by following the instructions in the voting instruction card provided by your bank, broker of other nominee. You may not vote your shares electronically at the annual meeting unless you receive a valid proxy from your bank, brokerage firm, broker dealer or other nominee holder and those institutions will likely require your instructions to be submitted before the deadline listed above.

Submitting Questions prior to or at the Virtual Annual Meeting. If you would like to submit a question to be addressed during the question and answer portion of the annual meeting, you may do so in advance at www.virtualshareholdermeeting.com/UIS2021UIS2022, or you may type it into the dialog box provided at any point during the virtual meeting (until the floor is closed to questions). We intend to answer questions submitted prior to or during the meeting that are pertinent to the Company and the meeting matters, as time permits. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once.

Technical Assistance. Beginning thirty minutes prior to the start of and during the annual meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the annual meeting website log-in page.

Availability of live webcast to associates and other constituents. The live audio webcast will be available to not only our stockholders, but also to our associates and other constituents. An audio replay of the annual meeting, including the questions answered during the meeting, will be available at www.unisys.com/investor-relations until the 20222023 Annual Meeting of Stockholders.

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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.

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 broker non-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. Abstentions will have the same effect as a vote “Against” the proposal. There will be no broker non-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. Abstentions will have the same effect as a vote “Against” the proposal. Broker non-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 currently consists of eleventwelve members, each of whose term expires at the annual meeting. Dr. Jared L. Cohon 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 20222023 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.

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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.

AGE

TENURE

DIVERSITY		INDEPENDENCE

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BACKGROUND AND EXPERIENCE

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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.follows below.

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

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Board Meetings; Attendance at Annual Meetings

The Board of Directors held ninesix meetings in 2020.2021. During 2020,2021, 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 20202021 annual meeting attended that meeting other than Mr. Roberts.

Independence 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”. All non-employee directors met these criteria in 2020.2021.

Committees

The Board of Directors has a standing Audit and Finance Committee, Compensation and Human Resources Committee, Nominating and Corporate Governance Committee and

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Security and Risk 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.

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Director Nomination Process

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 current make-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.

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,

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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.

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 Chair of the Board and Chief Executive Officer and lead director, 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 the non-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 Chair 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 Chair of the Board or, if the roles are separate, whether the Chair should be selected from the non-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 Chair is an employee of the Company.

When the former non-executive Chair of the Board retired in 2018, the Nominating and Corporate Governance Committee conducted a process to assess the skill set and qualifications that each director believed was important for the Chair to possess and to discuss with each director who would most effectively lead the Board and also reviewed recommended best practices for corporate governance. As a result of this process, the Board determined that combining the positions of Chair and CEO and electing Mr. Altabef to serve as the Chair and Mr. Davis to serve as independent lead director best positions the Board and management to implement the Company’s strategy and deliver value to the Company’s 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 the Company’s strategies and achieve its objectives, also serve as Chair.

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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 Security and Risk Committee has oversight responsibilities with regard to the Company’s organization-wide security and enterprise risk management practices and is responsible for discussing with management the Company’s major financial risk exposures (other than with respect to financial reporting and executive compensation) 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 Security and Risk Committee regarding their design and effectiveness. The Audit and Finance Committee also receives quarterly reports from management on the Company’s compliance and ethics program, regularly reviews with management the Company’s financial arrangements, capital structure and the Company’s ability to access the capital markets, and oversees named plan fiduciaries responsible for the administration and the management and investment of 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 and Human Resources 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’s non-employee directors receivesreceive an annual retainer of $85,000. The independent lead director receives an additional $50,000 annual retainer. The chair of the Audit and Finance Committee receives a $30,000 annual retainer, the chair of the Compensation and Human Resources Committee receives a $19,000$20,000 annual retainer (increased from $19,000 during 2021), the chair of the Nominating and Corporate Governance Committee receives a $16,250 annual retainer and the chair of the Security and Risk Committee receives a $16,500 annual retainer. Each other member of the Audit and Finance Committee receives a $12,000 annual retainer, and each other member of the Compensation and Human Resources Committee receives a $10,000 annual retainer (increased from $7,500 during 2021) and each other member of the Nominating and Corporate Governance Committee and the Security and Risk Committee receives a $7,500 annual retainer. At a meeting of the Board of Directors on February 20, 2020,5, 2021, the Board approved a grant to each non-employee director to be effective on February 28, 202026, 2021 for a number of restricted stock units that results by dividing $150,000 by the higher of the fair market value of a share of Unisys common stock on the date of the Board meeting and the fair market value of a share of Unisys common stock on the date of the effectiveness of the grant. As a result, on February 28, 2020,26, 2021, each non-employee director as of that date received an annual grant of 8,4046,110 restricted stock units having a value of $130,514$150,001 based on the fair market value of

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Unisys common stock on that date that vested immediately. Grants

to non-employee directors who first join the Board during the year are pro-rated based on the date on which their service begins. On July 23, 2021, Mr. Richardson received a grant of 4,118 restricted stock units having a value of $87,508 based on the fair market value of Unisys common stock on that date that vested immediately and on October 22, 2021, Ms. Taylor received a grant of 1,492 restricted stock units having a value of $37,524 based on the fair market value of Unisys common stock on that date that vested immediately. Directors may defer receipt of these restricted

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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 shall qualify as independent under the listing standards of the NYSE. Members of the Audit and Finance, Compensation and Human Resources, Nominating and Corporate Governance and Security and Risk Committees must also meet the NYSE independence criteria, as well as any applicable independence criteria prescribed by 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.

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5. In accordance with the Company’s Bylaws, no person shall stand for election as a director after having attained the age of 72 unless requested to do so by the Nominating and Corporate Governance Committee and with the approval of not less than 2/3 of the directors then in office (excluding such director). Notwithstanding the foregoing, in no event shall a person stand for election as a director after having attained the age of 74 years. In February 2021, Dr. Cohon and2022, Ms. Fletcher agreed to stand for reelection at the upcoming annual meeting after being requested to do so by the Nominating and Corporate Governance Committee upon the unanimous approval of the Board (with each of Dr. Cohon and Ms. Fletcher respectively, abstaining with respect to such approval for themselves)abstaining).

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 or she is expected to offer his or her resignation from the Board at the same time.

7. Non-employee directors are encouraged to limit the number of public company boards on which they serve to no more than four in addition to the Company’s and should advise the Chair of the Board and the general counselGeneral Counsel of the Company before accepting an invitation to serve on another board.

8. The non-employee directors will meet in executive session at all regularly scheduled Board meetings. They may also meet in executive session at any time upon request. If the Chair of the Board is an employee of the Company, the Board will elect from the independent directors a lead director who will preside at executive sessions. If the Chair is not an employee, the Chair will preside at executive sessions.

9. Board members have complete access to Unisys management. Members of senior management who are not Board members regularly attend Board meetings, and the Board encourages senior management, from time to time, to bring into Board meetings other managers who can provide additional insights into the matters under discussion.

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designed by the Company or third-party experts to assist directors in carrying out their responsibilities. Directors may also attend appropriate continuing education programs at the Company’s expense.

13. The Board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. In addition, each committee will conduct an annual self-evaluation of its performance and will make a report annually to the Board.

14. The non-employee directors will evaluate the performance of the Chief Executive Officer annually and will meet in executive session, led by the chair of the Compensation and Human Resources Committee, to review this performance. The evaluation is based on objective criteria, including performance of the business, accomplishment of long-term strategic objectives and development of management. Based on this evaluation, the Compensation and Human Resources Committee will recommend, and the members of the Board who meet the independence criteria of the NYSE will determine and approve, the compensation of the Chief Executive Officer.

15. To assist the Board in its planning for the succession to the position of Chief Executive Officer, the Chief Executive Officer is expected to provide an annual report on succession planning to the Board.

16. Members of the Board should at all times act in accordance with the Company’s confidentiality policy for directors.

17. The Company has no present intention to adopt a stockholder rights plan. Subject to its continuing fiduciary duties, which may dictate otherwise depending on the circumstances, the Board shall submit the adoption of any future stockholder rights plan to a vote of the stockholders. Any stockholder rights plan adopted or extended without stockholder approval shall be approved by a majority of the independent members of the Board and shall be in response to specific, articulable circumstances that are deemed to warrant such action without the delay that might result from seeking prior stockholder approval. If the Board adopts or extends a rights plan without prior stockholder approval, the Board shall, within one year, either submit the plan to a vote of the stockholders or redeem the plan or cause it to expire.

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interest as any relationship, arrangement, investment or situation in which loyalties are divided between Unisys interests and personal interests and specifically notes involvement (either personally or through a family member) in a business that is a competitor, supplier or customerclient of the Company as a particularly sensitive area that requires careful review.

Audit and Finance Committee Report

In performing its oversight responsibilities as defined in its charter, the Audit and Finance Committee has reviewed and discussed the audited financial statements and reporting process for 2020,2021, including internal controls over financial reporting, with management and with PricewaterhouseCoopers LLP (“PwC”), the independent registered public accounting firm that audited the Company’s 20202021 financial statements. The committee has also discussed with PwC the matters required to be discussed by the Public Company Accounting Oversight Board (the “PCAOB”) Auditing Standard No. 1301, Communications with Audit Committees. In addition, the committee has received from PwC the written disclosures and the letter required by applicable requirements of the PCAOB regarding PwC’s communications with the committee concerning independence and has discussed with PwC theirits independence. The committee has also considered the compatibility of audit-related services, tax services and other non-audit services with PwC’s independence.

Based on the reviews and discussions referred to above, the committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 20202021 for filing with the SEC.

Audit and Finance Committee

Denise K. Fletcher (Chair)

Lisa A. Hook

Paul E. Martin

Regina Paolillo

Troy K. Richardson

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The Audit and Finance Committee annually reviews and pre-approves the services that may be provided by the independent registered public accounting firm. The committee has adopted an Audit and Non-Audit Services Pre-Approval Policy that contains a list of pre-approved services, which the committee may revise from time to time. In addition, the Audit and Finance Committee has delegated pre-approval authority to the chair of the committee. The chair of the committee reports any such pre-approval decision to the Audit and Finance Committee at its next scheduled meeting.

Relationship with Independent Registered Public Accounting Firm

As stated above, KPMG LLP was the Company’s independent registered public accounting firm for the year ended December 31, 2019. On March 10, 2020, after reviewing proposals from the independent registered public accounting firms that participated in the process, the Company’s Audit and Finance Committee made the decision to engage PwC to serve as the Company’s independent registered public accounting firm and the Company dismissed KPMG as its independent registered public accounting firm.

The report of KPMG on the Company’s consolidated financial statements as of and for the year ended December 31, 2019 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, except as follows: KPMG LLP’s report on the consolidated financial statements of the Company as of and for the year ended December 31, 2019 contained a paragraph stating that, “As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases effective January 1, 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842).”

During the year ended December 31, 2019, and from January 1, 2020 through March 10, 2020, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and

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ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

(Item 3)

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was added under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is asking stockholders to approve an advisory resolution on compensation of its named executive officers, as described below in this proxy statement in “Executive Compensation”, “Summary Compensation Table” and the related compensation tables and narrative.

As described in detail in “Compensation Discussion and Analysis” beginning on page 31, the Company’s executive compensation program is designed to attract, motivate and retain the executives who lead the Company’s business, to reward them for achieving financial and strategic company goals and to align their interests with the interests of stockholders. The Company believes that the compensation of its named executive officers is reasonable, competitive and strongly focused on pay for performancepay-for-performance principles, with a significant portion of target compensation at risk and performance based.performance-based. The Company emphasizes compensation opportunities that appropriately reward executives for delivering financial results that meet or exceed pre-established goals, and executive compensation varies depending upon the achievement of those goals. Through stock ownership requirements and equity incentives, the Company also aligns the interests of its executive officers with those of stockholders and the long-term interests of the Company. The Company believes that the policies and procedures articulated in “Compensation Discussion

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 20202021 with respect to compensation plans under which Unisys common stock is authorized for issuance.

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SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Shown below is information with respect to persons or groups that beneficially owned more than 5% of Unisys common stock as of March 8, 2021.7, 2022. This information is derived from Schedules 13G filed by such persons or groups.

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Shown below are the number of shares of Unisys common stock (or stock units) beneficially owned as of March 8, 20217, 2022 by all directors, each of the executive officers named on page 31, and all directors and current officers of Unisys as a group.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section details the objectives and elements of the Unisys executive compensation program, describes the related processes of our Compensation and Human Resources Committee, and discusses the compensation earned by our Named Executive Officers (“NEOs”). For 2020,2021, our NEOs were:

Executive Summary

20202021 Overview — Where We Are Today

Unisys Corporation is a globaldelivers advanced information technology (IT) services company that delivers successful outcomes for the most demandingsolutions to businesses and governments.governments around the world. Unisys offerings include digital workplace services;solutions, cloud and infrastructure solutions, enterprise computing solutions and business process solutions.

In January 2021, the Company changed its organizational structure to more effectively address evolving client needs. As a result, our reportable segments are as follows:

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During 2021, the Company completed three acquisitions to align executives with shareholders, drive long-term profitableaccelerate its pace of innovation and sustainable growth, as well ascapitalize on growing and evolving markets. In June and November, the Company acquired Unify Square, Inc. and the Mobinergy group of companies, respectively, to maintain leadership stabilityenhance the Company’s experience-focused DWS solutions. In December, the Company acquired CompuGain LLC to support the Company’s C&I solutions by enhancing the Company’s delivery of rapid and incentivize successful strategy execution.agile cloud migration, application modernization and data value realization.

Shareholder Outreach

ComprehensiveEach year, we make comprehensive efforts have been made over the last five years to proactively engage our top 25 shareholders to obtain important feedback and discuss how our executive compensation program supports our strategy. Senior executives and directors of the Company, including the chairChair of the Compensation and Human Resources Committee and Lead Independent Director, have participated in these investor meetings. As a result of these efforts, we were strongly encouraged to receiveWe received significant support for our say-on-pay proposal at the support of approximately 97%Company’s 2020 and 2021 annual stockholders meetings, with more than 96.9% of the shares voted in favor of our say-on-pay proposal at thein 2020 annual stockholders meeting. However, weand 97.7% in 2021. We remain engaged with shareholders and will continue to address shareholder feedback and considerations through changes to the executive compensation plans if and when the Compensation and Human Resources Committee believes that such changes are consistent with its pay philosophy and the Company’s overall business strategy, enhanced disclosure and continued dialogue with shareholders.strategy.

20202021 Financial Results

The table below illustrates a three-year lookback and progression of Unisys Revenue Growth and Non-GAAP Operating Profit Margin, both of which improved in 2021.

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How did we performDid We Perform in 2020?2021?

OnIn 2021, we made measurable progress on our first-quarter earnings call,key operational and financial objectives. More specifically, we removedmade advances on revenue, profit and cash flow, and we delivered on our original expectations as a resultexpected financial performance, meeting guidance for each of the unfolding COVID-19 pandemic and noted our expectationmetrics for which guidance was provided: revenue to decline by approximately 10% year over year. On our second-quarter earnings call, we also provided revised expectations forgrowth, non-GAAP operating profit margin of 5.2% to 6.7%. Both revenue and adjusted EBITDA margin. Revenue grew 1.4% year over year, non-GAAP operating profit margin for 2020 exceededexpanded 180 basis points year over year and adjusted EBITDA margin expanded 220 basis points year over year. For a reconciliation of our revised expectations. ReferenceGAAP measures to Non-GAAPnon-GAAP reconciliation is provided inmeasures, please see the earnings release attached as Exhibit 99 to our full-year 2020 Earnings Release.Form 8-K filed on February 22, 2022.

Similar

Based on calculations and actuarial assumptions as of December 31, 2021, which are likely to many organizations, our financial results were impacted by COVID-19 in 2020, although we recognized improvementchange in the business duringfuture, the second half ofCompany is not expected to be required to make future cash contributions to its U.S. qualified defined benefit pension plans for at least the year. Throughout the pandemic, we successfully implemented changes to enhance go-to-market effectivenessnext 10 years, and improve operational efficiency, better positioning Unisys to drive long-term revenue growth and margin expansion. In 2020, we refined our strategy, and now have an enhanced focus on higher-growth, higher-margin markets where we are a recognized leader, and as of the beginning of 2021 we have been operating in our new business segments of Digital Workforce Services, Cloud & Infrastructure and Clear Path Forward.

In 2020, we sold our U.S. Federal business to Science Applications International Corp (SAIC) for a cash purchase price of $1.2 billion. This sale significantly strengthened the company’s balance sheet and increased operational flexibility. We used a substantial portion of the net proceeds from the sale to pay down debt and reduce pension obligations. We also issued new senior secured notes during 2020, further strengthening our balance sheet, as the proceeds were also used to reduce pension obligations.

As of year-end 2020, the global pension deficit had been reduced byimprovement during 2021 was approximately $710 million versus year-end 2019. Our future expected pension contributions to our U.S. plans were reduced from $826 million for 2021-2025 as of year-end 2019 to $11 million as of year-end 2020.$283 million. We had approximately $900$553 million in cash on the balance sheet as of December 31, 2020 with strong liquidity, enhanced investment ability and significantly reduced pension obligations, while eliminating approximately $550 million of U.S. pension liabilities through a lump sum payment in 2020 and an annuity purchase in the U.S. in 2021. We are also planning to remove approximately $650 million in international pension liabilities by transferring plans in Switzerland and the Netherlands to multi-employer funds. Following all of these actions, total global pension liability reductions are estimated at $1.2 billion.

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Our Response to COVID-19 in 20202021 Compensation Highlights

Our executive compensation program is tailored to our strategic priorities and our current outlook, while also being designed to motivate and retain our senior leadership team.

The global COVID-19 pandemic beginning early in the first quarter of 2020 presented significant business uncertainty for the remainder of the year. In response to the changing business environment and client demands and to immediately and proactively address concerns regarding achievement of the company’s goals for the remainder of 2020, the CEO voluntarily took a 20% reduction in base salary and all other executive officers that report to the CEO voluntarily took a 10% reduction in base salary from May 2020 through the end of 2020. These reduced salaries were used to calculate reduced short-term incentive payouts for NEOs and the other impacted executive officers. Base salaries for these individuals were reinstated to pre-COVID-19 levels effective at the beginning of 2021.

Although we maintained our original financial metrics at target and maximum for our short-term incentive plan, in late summer 2020 we reduced the threshold performance levels for the 2020 short-term incentive plan at which each of the financial metrics fund (along with appropriately reduced payouts) to recognize the business uncertainties caused by the pandemic. By so doing, we were able to incent and offer rewards for continued exceptional leadership, performance and the increased efforts of management to ensure overall business success and sustained financial performance.

See the “Short-Term Incentive” section later in this narrative showing the illustrative impact of these changes to the funding achievement slope for each of the financial metrics under the 2020 short-term incentive plan.

In contrast, we did not modify any of the metrics based on 2020 financial results for awards made under our long-term incentive plans. The originally approved program design components remained unchanged in 2020 to further incent long-term shareholder alignment and the growth of our business even in the face of unprecedented market challenges.

See the “Looking Ahead to 2021” section later in this narrative regarding changes for 2021.

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See “Looking Ahead to 2022” below regarding changes for 2022.

What Guides Our Program

Our Principles-Based Philosophy

The overall objective of ourOur executive compensation program is designed to encouragealign executives with shareholders and reward the creation ofdrive long-term profitable and sustainable long-term shareholder value.growth, as well as to maintain leadership stability and incentivize successful strategy execution. We believe this objective is achieved based on the following criteria:

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Compensation Components Overview

The Unisys executive compensation program includes base salary, short-term incentives and long-term incentives, each of which is described below.

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Compensation Mix

The charts below show the total target compensation mix (excluding impact of the voluntary 2020 base salary reductions) of our CEO and our other NEOs. These charts illustrate that a significant majority of NEOsour NEOs’ total target compensation is “at risk” (86% for our CEO and an average of 74%73% for our other NEOs). The impact for the voluntary 2020 base salary reductions (not captured below) would have resulted in even a greater percentage of variable compensation at risk and further subject to performance and/or stock price fluctuation.

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Mix of Performance Measures

The performance measures included in the 20202021 Executive Variable Compensation Plan (“EVC”) and LTI plans are summarized below. These measures are aligned with our strategy, tracked regularly and used to manage the business,business. They are commonly used among the companies in our peer group and reflect the investor preferences we have heard during our shareholder engagement efforts:

20202021 Performance Measures

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How Performance Targets are Established

In settingThe figure below depicts the process and factors that we use to set the performance targets for both our short-termshort- and long-term incentive goals, the business planning process and factors considered are depicted below:plans.

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Good Governance Practices

The Compensation and Human Resources Committee continually evaluates the Company’s compensation policies and practices to ensure they are consistent with good governance principles. Below are highlights of our governance practices:

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The Decision-Making Process

The Role of the Compensation and Human Resources Committee

In 2021, the Compensation Committee was renamed the Compensation and Human Resources Committee (referred to in this Section as the “Committee”) to reflect the broader human capital responsibilities of the Committee. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee is appointed by the Board to:

The Committee oversees the executive compensation program for our NEOs and works very closely with its independent compensation consultant and senior management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which may be accessed by downloading our Corporate Governance PDF at our Investor Relations website, https://website: www.unisys.com/investor-relations/company-information/corporate-governance.governance.

As part of the responsibilities described in its charter, the Compensation Committee sets objective business performance targets and the amounts payable at different levels of performance under the EVC and LTI plans. Goal setting is part of the Company’s overall business planning process. As part of this process, a range of performance scenarios is developed. Goals are then set at the threshold, target and maximum performance levels — driven by the

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strategic and operational plans approved by the Board. The Committee also considers the probability of achievement of different levels of performance when setting goals.

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compensation, as well as each component of their total compensation) to

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When determining 20202021 compensation for otherthe executive officers, the Committee also considered information compiled by its independent compensation consultant from various survey sources. These surveys show compensation levels across a broad spectrum of technology companies and were used to inform the Compensation Committee regarding market executive compensation levels.

20202021 Executive Compensation Program in Detail

Base Salary

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. When reviewing base salary decisions for NEOs other than the CEO, the Compensation Committee considers the CEO’s recommendations, as well as each NEO’s position and level of responsibility within the Company. The Committee also takes into account factors such as relevant market data, overall Company performance, individual performance and contributions, and internal equity within the Company. For 2020, the Compensation Committee determined the appropriate annual2021, there were not any changes in base salary, rate for each NEO as follows:indicated in the table below.

Base salary increases to the NEOs who received an increase, which were discussed and approved prior to the onset of the COVID-19 pandemic, ranged from approximately 5% to 7%. These increases were provided to reflect better market alignment and increased levels of responsibility and complexity in certain roles. Mr. Altabef did not receive a base salary increase in 2020.

Short-Term Incentive Compensation

The NEOs are eligible to receive an annual cash incentive payment through the EVC plan, which is designed to hold executives accountable for the attainment of short-term performance goals aligned with the Company’s annual operating plan and result in long-term

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The Compensation Committee reviews the performance measures under the EVC plan on an annual basis to ensure they support our operating plan and keep our NEOs focused on attaining rigorous short-term goals. For

In 2021, the Company reinstated the Corporate Non-GAAP Operating Profit minimum performance requirement for plan funding achievement of at least 50% of target that had been removed in 2020 due to COVID-19. This funding gate requirement must be met in order to enable any incentive funding for the EVC.