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 8, 2025

UNISYS CORPORATION

(Exact name of registrant as specified in its charter)

801 Lakeview Drive, 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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As disclosed in Item 5.07 below, at the Annual Meeting of Stockholders of Unisys Corporation (the “Company”) held on May 8, 2025 (the “Annual Meeting”), stockholders approved certain amendments to the Company’s Restated Certificate of Incorporation (the “Charter”) to:

These Approved Charter Amendments were previously approved by the Board of Directors of the Company (the “Board”), subject to stockholder approval, and became effective upon the filing of the Charter of the Company with the Delaware Secretary of State on May 9, 2025 (the “Effective Date”). Additional details of the Approved Charter Amendments are included in the Company’s definitive Proxy Statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2025.

The Charter also incorporates certain technical, clarifying and conforming changes, including to remove stale references to the 2011 annual meeting of stockholders.

A copy of the Charter is included as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 8, 2025, Unisys Corporation (the "Company") held its Annual Meeting. As of the close of business on March 10, 2025, the record date for the Annual Meeting, 71,068,100 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 63,390,226 shares of the Company Common Stock were voted in person or by proxy, representing 89.19% of the shares entitled to be voted. The following are the final voting results on proposals considered and voted upon by stockholders of the Company at the Annual Meeting, all of which are described in the Company's definitive proxy statement filed with the SEC on March 24, 2025.

There were no other matters presented for a vote at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d)            Exhibits:

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.