UNISYS CORP (UIS)
Sector: Information Technology
2026 Annual Meeting Analysis
UNISYS CORP · Meeting: April 30, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2011; the 3-year TSR gap versus the company-disclosed peer group is -10.6pp, which is below the 20pp trigger threshold for negative absolute TSR, so no TSR-based AGAINST vote is warranted; no overboarding, attendance, or independence concerns identified.
Director since 2019; Mr. Desch is a sitting CEO (Iridium) and serves on two outside public company boards (Unisys and Verisign), which is exactly at the policy limit of 2 for a sitting CEO — the board reviewed and approved this, and his attendance record is strong; the 3-year peer TSR gap of -10.6pp does not trigger the 20pp threshold, so no AGAINST vote is warranted on performance grounds.
Director since 2016; the 3-year peer TSR underperformance of -10.6pp is below the 20pp trigger threshold, no overboarding or independence concerns identified, and he chairs the Nominating and Corporate Governance Committee with relevant international technology experience.
Director since 2017; peer TSR gap of -10.6pp does not meet the 20pp trigger threshold; no overboarding, attendance, or independence concerns; brings relevant national security and technology sector expertise.
Director since 2022; tenure overlaps only partially with the underperformance period and the peer TSR gap of -10.6pp does not trigger the 20pp threshold; strong financial expertise is appropriate for audit committee service.
Director since 2017; the 3-year peer TSR gap of -10.6pp is below the 20pp trigger threshold; serves on two outside public company boards (Owens Corning and STERIS) plus Unisys, well within overboarding limits; no independence concerns.
Director since 2018; peer TSR gap of -10.6pp does not trigger the 20pp threshold; serves as Audit Committee Chair, is a certified public accountant satisfying financial expertise requirements; outside board count is within limits.
Director since 2021; peer TSR gap of -10.6pp does not meet the 20pp trigger threshold; no overboarding or independence concerns; technology and go-to-market experience is relevant to the company's strategy.
Director since 2021; peer TSR gap of -10.6pp does not trigger the 20pp threshold; no overboarding or independence concerns; marketing and communications expertise is relevant to Unisys's brand transformation efforts.
Director since 2025; joined within the past 24 months and is therefore exempt from the TSR trigger under policy; serves as CEO and President, bringing direct operational knowledge to board oversight.
All ten director nominees receive a FOR vote. The company's 3-year total return is negative (-37.4%), but when measured against the company's own disclosed compensation peer group — which is the primary benchmark under policy — Unisys underperforms the peer median by only 10.6 percentage points over three years, well below the 20pp trigger threshold that applies when absolute TSR is negative. No directors are overboarded, all independent directors serve on appropriate committees, and attendance was satisfactory for all nominees. Michael Thomson joined in 2025 and is exempt from the TSR trigger. The 5-year peer underperformance of -55.8pp is noted as a concern for longer-tenured directors but is supplementary context and does not override the 3-year primary trigger, which does not fire.
Say on Pay
✓ FORCEO
Peter Altabef
Total Comp
$5,992,770
Prior Support
83%%
The prior year Say on Pay vote received over 83% support, well above the 70% threshold that would require visible program changes. The 2025 compensation program is structured with approximately 85.8% of CEO target pay in variable or performance-based components, satisfying the policy requirement that at least 50-60% of pay be at risk. The long-term incentive plan uses meaningful performance conditions — relative total shareholder return versus the Russell 2000 Index and Non-GAAP Operating Profit over a three-year period with cliff vesting — and actual payouts reflected below-threshold TSR performance (0% payout on TSR awards) and near-target short-term results, demonstrating that the pay-for-performance mechanism is functioning. CEO total compensation of approximately $6.0 million reported for Peter Altabef is heavily influenced by a one-time contractual severance payment of approximately $4.4 million triggered by his termination without cause; excluding severance, ongoing CEO pay for successor Michael Thomson of approximately $4.2 million is reasonable for a technology services company of Unisys's size and the compensation structure passes the pay-mix and pay-for-performance screens.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
3 yrs
Audit Fees
$4,700,000
Non-Audit Fees
$1,300,000
Grant Thornton has served as Unisys's auditor since March 2023, giving it approximately 3 years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees (audit-related fees of $1.3M) represent about 28% of audit fees ($4.7M), comfortably below the 50% threshold. No material restatements attributable to audit failure were identified. Grant Thornton is a large national firm appropriate for a company of Unisys's size and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Approve the Amendment to the Company's Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions
This is a board-initiated charter amendment that would eliminate the requirement for 80% supermajority shareholder approval for certain key corporate actions, including director removal, amendments to key charter and bylaw provisions, and certain business combinations. Eliminating supermajority voting requirements is a straightforward pro-shareholder governance improvement — it makes it easier for ordinary shareholders to exercise their rights rather than giving a small blocking minority veto power over important matters. The baseline comparison is clear: the current 80% supermajority requirement is more restrictive than a simple majority standard, and the proposed change is an unambiguous improvement for shareholders. Stockholder outreach confirmed broad support for this change.
Overall Assessment
The 2026 Unisys annual meeting presents five proposals: ten director nominees all receive FOR votes as the company's 3-year total return, while deeply negative in absolute terms (-37.4%), underperforms the disclosed compensation peer group by only 10.6 percentage points — below the 20pp policy trigger — and no other director-level red flags were identified; the auditor ratification, Say on Pay, and the charter amendment to eliminate supermajority voting provisions all receive FOR votes based on clean fee ratios, a well-structured pay-for-performance program with strong prior-year shareholder support, and a clear pro-shareholder governance improvement, respectively. The equity plan share increase (Proposal 4) is not evaluated under current policy.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing