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 company's 3-year TSR is -36.9% versus the peer group median of -29.6%, a gap of only -7.3pp, which is well below the 20pp trigger threshold for negative absolute TSR, so no TSR-based concern applies; no overboarding, attendance, or independence issues identified.
Director since 2019; the 3-year peer group TSR gap of -7.3pp does not trigger the 20pp threshold; Mr. Desch is a sitting CEO (Iridium Communications) and holds two public company board seats (Iridium and Verisign plus Unisys), which is at the policy limit of two outside seats for a sitting CEO but does not exceed it; no other flags identified.
Director since 2016; 3-year peer group underperformance of -7.3pp is well below the 20pp trigger; independent, no attendance issues identified, and serves on no conflicting committees.
Director since 2017; 3-year peer group underperformance of -7.3pp does not trigger the 20pp threshold; independent with relevant national security and technology experience, no attendance or overboarding issues identified.
Director since 2022; joined within approximately 4 years ago, well after the underperformance period began; 3-year peer group gap of -7.3pp does not trigger the 20pp threshold regardless; brings strong CFO-level financial expertise appropriate for audit committee service.
Director since 2017; 3-year peer group underperformance of -7.3pp is well below the 20pp trigger; independent with deep technology and cybersecurity expertise relevant to Unisys, no attendance or overboarding issues identified.
Director since 2018; 3-year peer group underperformance of -7.3pp does not trigger the 20pp threshold; a certified public accountant serving as Audit Committee Chair, bringing appropriate financial expertise; total public board count including private boards does not trigger overboarding under the policy's public-company-focused test.
Director since 2021; 3-year peer group underperformance of -7.3pp is well below the 20pp trigger; brings relevant IT industry experience from DXC Technology and PTC, no attendance or independence issues identified.
Director since 2021; 3-year peer group underperformance of -7.3pp does not trigger the 20pp threshold; brings marketing and communications expertise relevant to Unisys's brand transformation, no attendance or overboarding issues identified.
Director since 2025; joined the board within the past 24 months and is therefore exempt from the TSR trigger under the policy's new-director exemption; serves as CEO and President, and his non-independent status appropriately bars him from standing committees.
All ten director nominees receive a FOR vote. The company's 3-year total shareholder return of -36.9% underperforms the XLK sector ETF by -132.9pp, which would ordinarily be a concern; however, the policy directs use of the company's disclosed compensation peer group as the primary benchmark, and against that peer group the 3-year underperformance gap is only -7.3pp — well below the 20pp trigger threshold that applies when absolute TSR is negative. No directors are overboarded, and all attended at least 75% of meetings. CEO Thomson joined the board in 2025 and is exempt from the TSR trigger as a director within 24 months of joining.
Say on Pay
✓ FORCEO
Peter Altabef
Total Comp
$5,992,770
Prior Support
83%%
The prior year Say on Pay vote received more than 83% support, well above the 70% threshold that would require visible remediation. The total reported compensation for the named CEO Peter Altabef was $5,992,770, but this figure is heavily inflated by a one-time severance payment of approximately $4.4 million triggered by his departure as CEO on March 31, 2025 — stripping out that severance, the operating compensation was well within expected ranges for a CEO of a ~$2B revenue technology services company. The actual ongoing CEO (Michael Thomson) received $4,220,888 in total compensation, with 85.8% of his target pay structured as variable or performance-based, which satisfies the policy's requirement that at least 50-60% of compensation be at risk. The long-term incentive program uses a three-year performance period with cliff vesting, tied to relative total shareholder return and non-GAAP operating profit — metrics that are measurable and linked to shareholder outcomes — and the company's clawback policy meets post-Dodd-Frank requirements; while variable pay was above benchmark levels and stock performance has been weak, the incentive plan structure itself is appropriately designed and actual payouts for the TSR component vested at zero due to below-threshold performance, demonstrating that the pay-for-performance mechanism is working as intended.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
3 yrs
Audit Fees
N/A
Non-Audit Fees
N/A
Grant Thornton has served as Unisys's auditor since March 17, 2023, giving it approximately 3 years of tenure — well below the 25-year threshold that would trigger a concern. The filing does not provide a breakdown of audit fees versus non-audit fees in the extracted fee table, so the non-audit fee ratio test cannot be calculated; per policy, the tenure trigger requires confirmed data to fire and the fee ratio trigger likewise requires confirmed data, so no negative triggers apply. 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, not a stockholder-submitted proposal, but it falls under the charter amendment framework in the voting policy. The proposal removes an existing requirement that certain actions — including amending key charter provisions, removing directors, and approving certain business combinations — receive approval from 80% of all outstanding voting stock, replacing it with standard majority or Delaware-law voting thresholds. Eliminating supermajority requirements is a mainstream pro-shareholder governance improvement that makes it easier for ordinary shareholders to exercise their rights, and the board has engaged stockholders on this topic with feedback indicating broad support. A vote FOR is clearly appropriate as this change moves the company from an unusually high entrenchment threshold toward normal governance standards.
Overall Assessment
The 2026 Unisys annual meeting presents five proposals; this analysis covers four. All ten director nominees receive a FOR vote because the company's underperformance versus its compensation peer group (only -7.3pp on a 3-year basis) does not breach the 20pp trigger threshold, despite severe underperformance versus the broader XLK technology ETF. The Say on Pay vote receives a FOR based on strong prior-year support, an appropriate variable pay structure with real performance consequences (TSR awards vesting at zero), and a one-time severance payment that distorts the headline CEO pay figure but does not reflect ongoing program design; the charter amendment to eliminate the 80% supermajority voting requirement receives a FOR as a clear pro-shareholder governance improvement.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing