0000746838-14-000011.txt : 20140502 0000746838-14-000011.hdr.sgml : 20140502 20140502145302 ACCESSION NUMBER: 0000746838-14-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140501 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140502 DATE AS OF CHANGE: 20140502 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: 14808913 BUSINESS ADDRESS: STREET 1: 801 LAKEVIEW DRIVE, SUITE 100 CITY: BLUE BELL STATE: PA ZIP: 19422 BUSINESS PHONE: 2159864011 MAIL ADDRESS: STREET 1: 801 LAKEVIEW DRIVE, SUITE 100 CITY: BLUE BELL STATE: PA ZIP: 19422 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) May 1, 2014 _________________________________________________________________________ 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) 801 Lakeview Dr. Suite 100 Blue Bell, Pennsylvania 19422 _________________________________________________________________________ (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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. (a) On May 2, 2014, the Company filed a Certificate of Elimination with the Secretary of State of Delaware effecting the elimination of the Certificate of Designations, Preferences and Rights of the Company's 6.25% Mandatory Convertible Preferred Stock, Series A (the "Mandatory Convertible Preferred Stock"). As of May 2, 2014, no shares of Mandatory Convertible Preferred Stock were outstanding. The Certificate of Elimination is attached to this report as Exhibit 3.1 and is incorporated by reference herein. Item 5.07. Submission of Matters to a Vote of Security Holders. (a) The Company's 2014 annual meeting of stockholders (the "Annual Meeting") was held on May 1, 2014. (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 ------------------------------------------------------------------------- Jared L. Cohon 33,415,700 439,803 118,935 7,984,238 J. Edward Coleman 32,938,937 873,190 162,311 7,984,238 Alison Davis 33,274,781 584,684 114,973 7,984,238 Nathaniel A. Davis 32,588,243 1,265,229 120,966 7,984,238 Denise K. Fletcher 32,692,933 1,152,534 128,971 7,984,238 Leslie F. Kenne 33,198,107 646,719 129,612 7,984,238 Lee D. Roberts 33,050,734 804,637 119,067 7,984,238 Paul E. Weaver 33,414,932 442,915 116,591 7,984,238 (2) A proposal to ratify the selection of KPMG LLP as the company's independent registered public accounting firm for 2014 - 41,680,757 votes for; 127,039 votes against; 150,880 abstentions. (3) An advisory vote on executive compensation - 32,931,097 votes for; 849,953 votes against; 193,388 abstentions; 7,984,238 broker non-votes. Item 9.01. Financial Statements and Exhibits. (d) The following exhibit is being filed herewith: 3.1 Certificate of Elimination filed with the Secretary of State of the State of Delaware on May 2, 2014. 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: May 2, 2013 By: /s/ Gerald P. Kenney --------------------- Gerald P. Kenney Senior Vice President, General Counsel and Secretary EXHIBIT INDEX ------------- Exhibit No. ------ 3.1 Certificate of Elimination filed with the Secretary of State of the State of Delaware on May 2, 2014. EX-3 2 ex3-1.txt CERTIFICATE OF ELIMINATION OF 6.25% MANDATORY CONVERTIBLE PREFERRED STOCK, SERIES A OF UNISYS CORPORATION Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the "DGCL"), Unisys Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: 1. On February 28, 2011, the Corporation filed a Certificate of Designations, Preferences and Rights of 6.25% Mandatory Convertible Preferred Stock, Series A (the "Certificate of Designations") with respect to such 6.25% Mandatory Convertible Preferred Stock, Series A (the "Mandatory Convertible Preferred Stock") with the Secretary of State of the State of Delaware. 2. No shares of Mandatory Convertible Preferred Stock are outstanding, and no shares will be issued subject to such Certificate of Designations. 3. On May 1, 2014, the Board of Directors adopted the following resolutions: "RESOLVED, that none of the authorized shares of 6.25% Mandatory Convertible Preferred Stock, Series A (the "Mandatory Convertible Preferred Stock") of the Corporation are outstanding and none of the shares of the Mandatory Convertible Preferred Stock will be issued. RESOLVED, that all matters set forth in the Certificate of Designations, Preferences and Rights of the Mandatory Convertible Preferred Stock shall be eliminated from the Corporation's Restated Certificate of Incorporation, as amended, effective upon the filing of a certificate to such effect with the Secretary of State of the State of Delaware. RESOLVED, that the officers of the Corporation are authorized and directed to file a certificate setting forth these resolutions with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware for the purpose of eliminating from the Restated Certificate of Incorporation, as amended, of the Corporation all reference to the Mandatory Convertible Preferred Stock." 4. Pursuant to the provisions of Section 151(g) of the DGCL, all references to the Mandatory Convertible Preferred Stock in the Restated Certificate of Incorporation, as amended, of the Corporation are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed on its behalf by its duly authorized officer on this 2nd day of May, 2014. UNISYS CORPORATION By: /s/ Gerald P. Kenney ---------------- Name: Gerald P. Kenney Title: Senior Vice President, General Counsel and Secretary