FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Delaware 1-8729 38-0387840 _______________________________________________________________________________ (State or Other (Commission File Number) (IRS Employer Jurisdiction of Identification No.) Incorporation) |
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.
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
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.
|
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
|