UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

☑

Filed by the Registrant

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Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

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 ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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About Unisys

Challenging the status
quo, every day.

Unisys is a global technology solutions company dedicated to driving breakthroughs for our clients.

We push the boundaries of what’s possible, powering the performance and profitability of organizations around the world.

Digital workplace solutions that bolster employee experience and empower workforces. Cloud, applications and infrastructure solutions that modernize apps while boosting security. Enterprise computing solutions that embrace innovation. And business process solutions that optimize processes to fuel productivity. Across our solutions, clients view us as a trusted partner to help lead their organizations into the future.

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2023 Proxy Statement

Letter to Stockholders

March 24, 2023

Dear Fellow Stockholder:

It is my pleasure to invite you to the Unisys 2023 Annual Meeting of Stockholders. This year’s meeting will be held on Friday, May 5, 2023, and will begin at 8:00 a.m., Eastern time. 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/UIS2023, where you will be able to listen to the meeting live, submit questions, and vote.

2022 was a year of macroeconomic and geopolitical uncertainty that posed unexpected challenges to our company and to our market. We held our revenue flat on a constant currency basis and made progress on many strategic fronts, building a foundation for the future. We grew our higher growth and margin Next-Gen Solutions. We reinvigorated our sales organization with a new leadership structure and the expansion of our Unisys alliance partners network. Finally, we successfully completed our most significant brand transformation since 1986 with the launch of the new Unisys brand. With a focus on progress, our new brand embodies our entrepreneurial spirit and the aspirations we know Unisys can achieve for our company, our clients, and for you, our stockholders.

We are continuing our practice of making proxy materials available to our stockholders online. 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.

Peter A. Altabef

Chair and Chief
Executive Officer

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Notice of Annual Meeting of Stockholders

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 2023 Annual Meeting of Stockholders to:

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


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

SEC Form DEF 14A filed by Unisys Corporation New