0000746838-11-000116.txt : 20110428 0000746838-11-000116.hdr.sgml : 20110428 20110428144323 ACCESSION NUMBER: 0000746838-11-000116 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110427 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110428 DATE AS OF CHANGE: 20110428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNISYS CORP CENTRAL INDEX KEY: 0000746838 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 380387840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08729 FILM NUMBER: 11787541 BUSINESS ADDRESS: STREET 1: UNISYS WAY CITY: BLUE BELL STATE: PA ZIP: 19424 BUSINESS PHONE: 2159864011 MAIL ADDRESS: STREET 1: TOWNSHIP LINE & UNION MEETING ROADS CITY: BLUE BELL STATE: PA ZIP: 19424 FORMER COMPANY: FORMER CONFORMED NAME: BURROUGHS CORP /DE/ DATE OF NAME CHANGE: 19861204 8-K 1 annmtg.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________ FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) April 27, 2011 _______________________________________________________________________________ UNISYS CORPORATION _______________________________________________________________________________ (Exact Name of Registrant as Specified in its Charter) Delaware 1-8729 38-0387840 _______________________________________________________________________________ (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) Unisys Way Blue Bell, Pennsylvania 19424 _______________________________________________________________________________ (Address of Principal Executive Offices) (Zip Code) (215) 986-4011 _______________________________________________________________________________ (Registrant's telephone number, including area code) N/A _______________________________________________________________________________ (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: \ \ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) \ \ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) \ \ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) \ \ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.07. Submission of Matters to a Vote of Security Holders. (a) The Company's 2011 annual meeting of stockholders (the "Annual Meeting") was held on April 27, 2011. (b) The following matters were voted upon at the Annual Meeting and received the following votes: (1) Election of Directors as follows: Name Votes For Votes Abstentions Broker Non- Against Votes -------------------------------------------------------------------------------- J. Edward Coleman 29,587,084 775,574 117,617 7,858,264 James J. Duderstadt 26,619,848 3,716,784 143,643 7,858,264 Henry C. Duques 26,627,322 3,707,838 145,115 7,858,264 Matthew J. Espe 28,931,843 1,403,225 145,207 7,858,264 Denise K. Fletcher 29,770,496 563,789 145,990 7,858,264 Leslie F. Kenne 29,818,633 512,648 148,994 7,858,264 Charles B. McQuade 26,740,570 3,593,773 145,932 7,858,264 Paul E. Weaver 26,707,182 3,616,802 156,291 7,858,264 (2) A proposal to ratify the selection of KPMG LLP as the company's independent registered public accounting firm for 2011 - 37,784,606 votes for; 470,170 votes against; 83,763 abstentions. (3) A proposal to approve an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock from 72,000,000 to 100,000,000 - 29,111,642 votes for; 9,116,946 votes against; 109,951 abstentions. (4) An advisory vote on executive compensation - 21,814,041, votes for; 8,487,527 votes against; 178,707 abstentions; 7,858,264 broker non-votes. (5) An advisory vote on the frequency of holding an advisory vote on executive compensation - 27,719,543 votes for one year; 129,665 votes for two years; 2,480,547 votes for three years; 150,520 abstentions; 7,858,264 broker non-votes. (d) In light of the vote referred to in (b)(5) above, the Company expects to include an advisory vote on executive compensation in its proxy materials every year until the next advisory vote on frequency, which will be no later than the Company's 2017 Annual Meeting. Item 8.01. Other Events At the Annual Meeting on April 27, 2011, the Company's stockholders approved an amendment (which was described in the Company's proxy statement for the Annual Meeting) to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock from 72,000,000 to 100,000,000. Accordingly, on April 27, 2011, the Company filed a Certificate of Amendment so amending the Company's Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. A copy of this Certificate of Amendment is filed as Exhibit 3.1 to this report. Item 9.01. Financial Statements and Exhibits. (d) The following exhibit is being filed herewith: 3.1 Certificate of Amendment to Restated Certificate of Incorporation of Unisys Corporation filed with the Secretary of State of the State of Delaware on April 27, 2011. 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: April 28, 2011 By: /s/ Nancy Straus Sundheim --------------------- Nancy Straus Sundheim Senior Vice President, General Counsel and Secretary EXHIBIT INDEX ------------- Exhibit No. ------ 3.1 Certificate of Amendment to Restated Certificate of Incorporation of Unisys Corporation, filed with the Secretary of State of the State of Delaware on April 27, 2011. EX-3.1 2 ex3-1chartamend.txt CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF UNISYS CORPORATION UNISYS CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify as follows: FIRST: The name of the corporation is Unisys Corporation. SECOND: The first sentence of Section 1 of Article IV of the Corporation's Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below: "Section 1. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 140,000,000 shares, divided into two classes consisting of 100,000,000 shares of Common Stock, par value $.01 per share ("Common Stock"), and 40,000,000 shares of Preferred Stock, par value $1 per share ("Preferred Stock")." THIRD: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. FOURTH: The foregoing amendment shall be effective upon filing with the Secretary of State of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed by its authorized officer on April 27, 2011. UNISYS CORPORATION By: /s/ Nancy Straus Sundheim -------------------------- Name: Nancy Straus Sundheim Title: Senior Vice President, General Counsel and Secretary