Unisys Corporation New filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 23, 2025, the Board of Directors (the “Board”) of Unisys Corporation (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”), effective as of such date.
The amendments set forth in the Amended and Restated Bylaws, among other things: (1) clarify that the number of directors shall be determined from time to time by the Board, (2) remove stale references to the 2011 annual meeting of stockholders, (3) clarify that officers of the Company are those elected or appointed as such by the Board and (4) clarify that the compensation of executive officers shall be fixed from time to time by the Board or a committee thereof designated for such purpose.
A copy of the Amended and Restated Bylaws is included as Exhibit 3.1 to this Current Report on Form 8-K (the “Current Report”) and is incorporated by reference herein. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws.
Item 7.01 Regulation FD Disclosure.
As previously disclosed, on July 24, 2025, the Company will host a conference call at 2 p.m. EDT to provide an update on its recent debt transaction, $250M discretionary pension contribution, and subsequent changes made to its asset allocations within its U.S. Qualified Defined Benefit Plans. Management will discuss how these actions support the acceleration of its pension strategy by meaningfully reducing its pension deficit, contributions, and volatility. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report.
The information in Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Unisys Corporation Amended and Restated Bylaws, effective as of July 23, 2025 | |
| 99.1 | Presentation, dated July 24, 2025, of Unisys Corporation (Furnished, Not Filed) | |
| 104 | Cover Page Interactive Data File (embedded within 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: July 24, 2025 | By: | /s/ Debra McCann |
| Debra McCann | ||
| Executive Vice President and Chief Financial Officer | ||