Unisys Corporation New filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective November 25, 2025, the Board of Directors of Unisys Corporation (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “Amended & Restated Bylaws”) to remove the provision specifying that an officer’s term of office shall terminate following the attainment of the age of 65 and to conform the Amended & Restated Bylaws to the terms of the Charter (as defined below).
On November 25, 2025, the Company filed with the Delaware Secretary of State a Certificate of Correction (“Certificate of Correction”) to correct its Amended & Restated Certificate of Incorporation (the “Charter”) after determining an incorrect version of the Charter was previously filed on May 9, 2025 due to an administrative error.
A marked copy of the Certificate of Correction and a copy of the Amended & Restated Bylaws are included as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Exhibits.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: |
| Exhibit No. |
Description | |
| 3.1 | Certificate of Correction of the Amended & Restated Certificate of Incorporation of Unisys Corporation, effective as of November 25, 2025 (marked to show changes) | |
| 3.2 | Amended & Restated Bylaws of Unisys Corporation, effective as of November 25, 2025 | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Unisys Corporation | ||
| Date: November 28, 2025 | By: | /s/ Debra McCann |
| Debra McCann | ||
| Executive Vice President and Chief Financial Officer | ||