Unisys Corp – ‘8-K’ for 4/27/11

On:  Thursday, 4/28/11, at 2:43pm ET   ·   For:  4/27/11   ·   Accession #:  746838-11-116   ·   File #:  1-08729

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     15K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      1      5K 

8-K   —   Current Report
Document Table of Contents

8-K
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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))                                    

8-K
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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.                               

8-K
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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

8-K
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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.                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		4/28/11		3
For Period End:		4/27/11		1		4			DEF 14A,  PRE 14A
									List all Filings

20 Subsequent Filings that Reference this Filing

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 5/07/24  Unisys Corp.                      S-8         5/07/24    5:136K                                   Toppan Merrill/FA
 2/26/24  Unisys Corp.                      10-K       12/31/23  138:16M
 5/05/23  Unisys Corp.                      S-8         5/05/23    4:109K
 5/05/23  Unisys Corp.                      S-8         5/05/23    5:100K
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 3/01/23  Unisys Corp.                      10-K       12/31/22  143:19M
11/23/22  Unisys Corp.                      10-Q/A      6/30/22   16:280K                                   Donnelley … Solutions/FA
11/23/22  Unisys Corp.                      10-Q/A      3/31/22   16:278K                                   Donnelley … Solutions/FA
11/23/22  Unisys Corp.                      10-K/A     12/31/21  138:16M                                    Donnelley … Solutions/FA
11/23/22  Unisys Corp.                      10-Q        9/30/22   96:8.8M
 8/03/22  Unisys Corp.                      10-Q        6/30/22   93:8.6M
 4/27/22  Unisys Corp.                      10-Q        3/31/22   93:7.3M
 2/22/22  Unisys Corp.                      10-K       12/31/21  140:18M
11/02/21  Unisys Corp.                      10-Q        9/30/21   98:9.8M
 8/02/21  Unisys Corp.                      10-Q        6/30/21   94:9.4M
 5/06/21  Unisys Corp.                      10-Q        3/31/21   90:7.7M
 2/26/21  Unisys Corp.                      S-3ASR      2/26/21    6:460K
 2/26/21  Unisys Corp.                      10-K       12/31/20  143:19M
10/27/20  Unisys Corp.                      10-Q        9/30/20   88:9.8M
 8/04/20  Unisys Corp.                      10-Q        6/30/20   87:9.4M