Unisys Corporation

801 Lakeview Drive, Suite 100

Blue Bell, PA 19422

March 18, 201616, 2018

Dear Fellow Stockholder:

It is my pleasure to invite you to the Unisys 20162018 Annual Meeting of Stockholders. This year’s meeting will be held on Thursday, April 28, 2016,26, 2018, at the Courtyard Philadelphia Marriott Downtown, which is located at 1201 Market21 North Juniper Street in Philadelphia, Pennsylvania. The meeting will begin at 8:00 a.m., local time.

DuringUnisys entered 2017 with the momentum of a full year of executing on our strategy developed in 2015 and further refined in 2016. We achieved significant progress against that plan, as shown by our strong full year results. For the second straight year, we provided guidance for revenue,non-GAAP operating profit margin and adjusted free cash flow. We exceeded our guidance onnon-GAAP operating profit margin and adjusted free cash flow, and achieved the high end of our revenue guidance. This marked the second straight year we met, or exceeded, all guidance metrics since were-established the process of issuing it last year. We have demonstrated continued progress on our key goals of using our industrygo-to-market focus to drive improvements in revenue trajectory. We launched or refreshed our industry application products during the year, grew our focus industry revenue and saw total Company revenue growth in the fourth quarter. Ournon-GAAP operating profit margin meaningfully expanded, helped by improvements in both our Technology and Services operating margins. Additionally, we took proactive steps to refocus our strategy, enhance our software and integrated solutions, realign our organization and address our cost base. These efforts included the implementation of a vertical go-to-market orientation, focusing our efforts within our Services segment toward higher-value and higher-margin offerings, taking steps to better leverage Unisys intellectual property and software, enhancing our leadership team, and building a security group to drive our Unisys Stealth solution and expand our presence in the managed security and consulting spaces. At the same time, we took significant steps to reduce our cost base. In 2016, we plan to continue to strengthen our go-to-market capabilitiesworking capital and work to deliver increased profitabilityreduce our pension deficit. Both of these initiatives support a stronger balance sheet and improve our cash flow as we lay a foundation for renewed growth.flow.

We are pleased to continue our practice of making proxy materials available to our stockholders over the Internet. We believe that doing so allows us to provide our stockholders with the information they need, while reducing our printing and mailing costs and helping to conserve natural resources. Stockholders who continue to receive paper copies of proxy materials may help us to reduce costs further by opting to receive future proxy materials by email. You may register for electronic delivery of future proxy materials by following the instructions on either the enclosed proxy/voting instruction card or the Notice of Internet Availability of Proxy Materials that you received in the mail.

Your vote is important. Whether or not you plan to attend the annual meeting, I urge you to take a moment to vote on the items in this year’s proxy statement. Voting takes only a few minutes, and it will ensure that your shares are represented at the meeting.

Sincerely,

Peter A. Altabef

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 28, 201626, 2018

Unisys Corporation will hold its 20162018 Annual Meeting of Stockholders at the Courtyard Philadelphia Marriott Downtown, 1201 Market21 North Juniper Street, Philadelphia, Pennsylvania, on Thursday, April 28, 2016,26, 2018, at 8:00 a.m., local time, to:

Only record holders of Unisys common stock at the close of business on February 29, 201626, 2018 will be entitled to vote at the annual meeting.

		By Order of the Board of Directors,
		Gerald P. Kenney
		Senior Vice President, General Counsel
		and Secretary
Blue Bell, Pennsylvania
March 18, 201616, 2018

Important Notice Regarding the Availability of Proxy Materials for the Stockholder

Meeting to be Held on April 28, 2016:26, 2018:

The Company’s proxy statement and annual report are available at

www.proxyvote.com

TABLE OF CONTENTS

UNISYS CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

April 28, 201626, 2018

The Board of Directors of Unisys Corporation solicits your proxy for use at the 20162018 Annual Meeting of Stockholders to be held on April 28, 201626, 2018 and at any adjournments or postponements thereof. At the annual meeting, stockholders will be asked to (1) elect directors, (2) ratify the selection of the Company’s independent registered public accounting firm, (3) approve, on an advisory basis, the compensation of the Company’s named executive officers (4) approve a new long-term incentive and equity compensation plan, and (5)(4) transact any other business properly brought before the meeting.

The record date for the annual meeting is February 29, 2016.26, 2018. Only holders of record of Unisys common stock as of the close of business on the record date are entitled to vote at the meeting. On the record date, 50,053,97350,639,210 shares of common stock were outstanding. The presence, in person or by proxy, of a majority of those shares will constitute a quorum at the meeting.

This proxy statement, the proxy/voting instruction card and the annual report of Unisys, including the financial statements for 2015,2017, are being sent or givenmade available to stockholders on or about March18, 2016.March  16, 2018.

Internet Availability of Proxy Materials; Multiple Sets of Proxy Materials

Pursuant to the “notice and access” rules adopted by the Securities and Exchange Commission (the “SEC”), the Company has elected to provide stockholders access to its proxy materials over the Internet. Accordingly, the Company sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to most stockholders (other than those who previously requested electronic or paper delivery of proxy materials). The Notice includes instructions on how to access the proxy materials over the Internet, how to vote online and how to request a printed copy of these materials. In addition, by following the instructions in the Notice, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Choosing to receive your future proxy materials by email will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company’s annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

If you hold shares of Unisys common stock in more than one account, you may receive more than one Notice or more than one set of proxy materials. Please be sure to vote all the shares that you own.

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Voting Procedures and Revocability of Proxies

Your vote is important. Shares may be voted at the annual meeting only if you are present in person or represented by proxy. You can vote by proxy over the Internet by following the instructions provided in the Notice, or, if you request printed copies of the

proxy materials by mail, you can also vote by submitting a proxy by mail or by telephone by following the instructions provided on the proxy/voting instruction card. If you have previously elected to receive proxy materials over the Internet, you should have already received email instructions on how to vote electronically.

You may revoke your proxy at any time before it is exercised by writing to the Corporate Secretary of Unisys, by timely delivery of a properly executed later-dated proxy (including an Internet or telephone vote) or by voting in person at the meeting.

The method by which you vote will in no way limit your right to vote at the meeting if you later decide to attend in person. If you are the beneficial owner of shares held in “street name” by a bank, broker or other holder of record, you must obtain a proxy, executed in your favor, from the holder of record if you wish to vote in person at the meeting.

If you are a stockholder of record and you properly complete, sign and return your proxy, and do not revoke it, the proxy holders will vote your shares in accordance with your instructions. If your signed and returned proxy gives no instructions, the proxy holders will vote your shares (1) FOR the election of directors, (2) FOR the ratification of the selection of independent registered public accounting firm, (3) FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers, (4) FOR the approval of the Unisys Corporation 2016 Long-Term Incentive and Equity Compensation Plan, and (5)(4) in their discretion on any other matters that properly come before the annual meeting.

If you are a beneficial owner of shares held in street name and you do not provide specific voting instructions to the organization that holds your shares, the organization will be prohibited under the current rules of the New York Stock Exchange (the “NYSE”) from voting your shares on “non-routine”“non-routine” matters. This is commonly referred to as a “broker non-vote”. The election of directors and the advisory resolution regarding the compensation of the Company’s named executive officers and the approval of the new long-term incentive and equity compensation plan are considered “non-routine”“non-routine” matters and therefore may not be voted on by your bank or broker absent specific instructions from you. The ratification of the selection of independent registered public accounting firm is considered “routine” and therefore may be voted on by your bank or broker without instructions from you. Please instruct your bank or broker so your vote can be counted.

If you are a participant in the Unisys Savings Plan, the proxy/voting instruction card will serve as voting instructions to the plan trustee for shares of Unisys common stock credited to your account as of February 29, 2016.26, 2018. The trustee will vote those shares in accordance with your instructions if it receives your completed proxy by April 25, 2016.23, 2018. If the proxy is not timely received, or if you give no instructions on a matter to be voted upon, the trustee will vote the shares credited to your account in the same proportion as it votes those shares for which it received timely instructions from other participants.

Required Vote

Each share of Unisys common stock outstanding on the record date is entitled to one vote on each matter to be voted upon.

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Election of Directors (Item 1).Directors will be elected by the vote of a majority of the votes cast at the meeting. This means that a nominee will be elected if the number of votes cast “For”“FOR” his or her election exceeds 50% of the total number of votes cast with respect to that nominee’s election. Votes cast with respect to the election of directors do not include abstentions and brokernon-votes.

Independent Registered Public Accounting Firm (Item 2); Advisory Vote to Approve Executive Compensation (Item 3); 2016 Long-Term Incentive and Equity Compensation Plan (Item 4).The proposal to ratify the selection of the Company’s independent registered public accounting firm the advisory resolution to approve executive compensation, and the proposal to approve a new long-term incentive and equity compensation plan will each be approved if it receives the affirmative vote of a majority of shares present, in person or by proxy, and entitled to vote on the matter. Abstentions will be included in the vote totals for these matters and thereforeAny shares not voted by abstention or otherwise will have the same effect as a negative vote. Broker non-votes will not be included invote “Against” the vote totals and therefore will have no effect on the advisory vote on executive compensation or the proposal to approve a new long-term incentive and equity compensation plan.proposal. There will be no brokernon-votes for the proposal to ratify the selection of the Company’s independent registered public accounting firm since brokers will be entitled to vote on this “routine” proposal.

Advisory Vote to Approve Executive Compensation (Item 3). The advisory resolution to approve executive compensation will be approved if it receives the affirmative vote of a majority of shares present, in person or by proxy, and entitled to vote on the matter. Any shares not voted by abstention or otherwise will have the same effect as a vote “Against” the proposal. Brokernon-votes will not be included in the vote totals and therefore will have no effect on the advisory vote on executive compensation.

The advisory vote to approve executive compensation (Item 3) is not binding on the Company. However, the Company will review and consider the results of this advisory vote when making future executive compensation decisions.

ELECTION OF DIRECTORS

(Item 1)

Summary

The Board of Directors of Unisys Corporation (the “Board of Directors” or the “Board”) currently consists of nineeleven members, each of whose term expires at the annual meeting. Mr. Paul Weaver and Ms. Alison Davis each will retire from the Board at the annual meeting. Each of the remaining nine directors has been nominated for reelection for a term expiring at the 20172019 annual meeting. Each of the nominees has agreed to serve as a director if elected, and Unisysthe Company believes that each nominee will be available to serve. However, the proxy holders have discretionary authority to cast votes for the election of a substitute should any nominee not be available to serve as a director.

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The following charts highlight the balance in age and the diversity in tenure, gender and ethnicity of our director nominees. Also highlighted are the variety of background and experience of the director nominees. The Board believes that this balance and mix of Directors recommendsdiversity, background and experience will help bring broad and valuable perspectives to the Board that will lead to a vote “FOR” all nominees.well-functioning board of directors.

AGE

TENURE

DIVERSITY		INDEPENDENCE

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BACKGROUND AND EXPERIENCE

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Information Regarding Nominees

The names and ages of the nominees, their principal occupations and employment during the past five years, and other information regarding them are as follows.

The Board of Directors recommends a vote “FOR” all nominees

		PETER A. ALTABEF Age: 58 Director Since: 2015 Unisys President and CEO Chairman of the Board-Elect		Professional Experience: Mr. Altabef 56, is President and Chief Executive Officer of Unisys and a member of the Board of Directors. Prior to joining Unisys in January 2015, Mr. Altabef was the President and Chief Executive Officer, and a member of the Board of Directors, of MICROS Systems, Inc. from 2013 until 2014, when MICROS Systems, Inc. was acquired by Oracle Corporation. He previously served as President and Chief Executive Officer of Perot Systems Corporation from 2004 until 2009, when Perot Systems was acquired by Dell, Inc. Thereafter, Mr. Altabef served as President of Dell Services (a unit of Dell Inc.) until his departure in 2011. Mr. Altabef also serves on the President’s National Security Telecommunications Advisory Committee, the Board of Directors of NiSource Inc. and Petrus Trust Company, LTA., the Board of the East West Institute, and the Board of Advisors of Merit Energy Company, LLC and the Advisory Board of Petrus Trust Company, L.T.A.LLC. He previously served as Senior Advisor to 2M Companies, Inc. in 2012, and served as a director of Belo Corporation from 2011 through 2013. Mr. Altabef has served as a director of Unisys since January 2015.

		Attributes, Skills and Qualifications: Mr. Altabef has more than 20 years of senior leadership experience in the information technology industry and, having led both Perot Systems Corporation and MICROS Systems, Inc., has a proven ability to drive revenue growth and achieve strong financial performance. As a result, Mr. Altabef has the leadership skills and experience to serve as a director and as the President and Chief Executive Officer of the Company.

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		JARED L. COHON Age: 70 Director Since: 2013 Compensation Committee Nominating and Corporate Governance Committee Independent		Professional Experience: Dr. Cohon 68, is President Emeritus and University Professor of Civil and Environmental Engineering and Engineering and Public Policy at Carnegie Mellon University. He served as President of Carnegie Mellon from 1997 until June 2013. During this period, he led the university’s global expansion while enhancing programs in information technology, diversity, international education, economic development and other areas. Prior to joining Carnegie Mellon, Dr. Cohon served as Dean of the School of Forestry and Environmental Studies at Yale University. Before that, he was an associate dean of engineering and vice provost for research at Johns Hopkins University. Dr. Cohon currently serves as a director of Lexmark International, Inc. and of Ingersoll-Rand, plc. From 1999 to 2008, he served as a director of Trane, Inc. (formerly American Standard Companies, Inc.). He has and from 2010 to 2016, he served as a director of Unisys since 2013Lexmark International, Inc. Attributes, Skills and is a member of the Compensation Committee.Qualifications:   Dr. Cohon brings to the Board both the management expertise and the unique perspective on technological matters gained from serving as the president of a global research university known for its leadership in technology programs. This, combined with his distinguished academic career, his international experience and the experience he has gained from serving as a director of multiple publicly traded companies make him a valued contributor to our Board.
		ALISON DAVIS Ms. Davis, 54, is former Managing Partner of Belvedere Capital Partners, Inc., a private equity firm serving the financial services sector, a position she held from 2003 to December 2010. Prior to joining Belvedere, she served as Chief Financial Officer and Head of Strategy and Corporate Development for Barclays Global Investors from 2000 to 2003 and as a senior partner at A.T. Kearney, Inc. from 1993 to 2000. Ms. Davis began her career as a consultant at McKinsey & Company. Ms. Davis is currently a director of the Royal Bank of Scotland Group plc., Diamond Foods, Inc., Fiserv Corporation and Ooma Inc. She also served as a director of First Data Corporation from 2002 to 2007, as a director of LECG Corporation from 2007 to 2011 and as a director of City National Bank from 2010 to 2011. Ms. Davis has served as a director of Unisys since 2011 and is a member of the Compensation Committee. With her experience in global financial services and her roles as a senior executive and as a consultant, Ms. Davis brings valuable expertise in corporate strategy and financial management to our Board. In addition,

		Ms. Davis’ years at Belvedere and Barclays, as well as her service as a director of Fiserv, City National Bank and Royal Bank of Scotland, have given her a deep understanding of the financial services market, a market that Unisys serves.
		NATHANIEL A. DAVIS Age: 64 Director Since: 2011 Lead Director-Elect Nominating and Corporate Governance Committee, Chair Independent		Professional Experience: Mr. Davis 62, is Chief Executive Officer andthe Chairman of the Board and Chief Executive Officer of K12 Inc., a provider of proprietary curricula andon-line education programs for students in kindergarten through high school. He has been a member of the Board of Directors of K12 since 2009, has been its Chairman of the Board since 2012 and was named its Chief Executive Officer in February 2018, a position he previously held from 2014 to 2016. He has served as K12’s Executive Chairman since 2013. Mr. Davis worked as Managing Director of the RANND Advisory Group, a business consulting group that advises software, technology, media and venture capital firms, before assuming the role of Executive Chairman of K12 in 2013. From 2007 to 2008, he was President and Chief Executive Officer of XM Satellite Radio, a provider of direct satellite radio broadcasts in the U.S., and from 2006 to 2007, was its President and Chief Operating Officer. He also was a member of the XM Satellite Radio Board of Directors from 1999 until 2008. From 2000 to 2003, he was President and Chief Operating Officer and a member of the Board of Directors of XO Communications (formerly Nextlink Communications). He has also held senior management roles at Nextel Communications and MCI Communications. He began his career at AT&T. Mr. Davis also serves as a trustee of the RLJ Lodging Trust. Mr. Davis served as a director of Charter Communications, Inc. from 2005 to 2008 and as a director of EarthLink, Inc. in 2011. Mr. Davis has served as a director of Unisys since 2011

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		Attributes, Skills and is a member of the Nominating and Corporate Governance Committee.Qualifications:   Mr. Davis brings managerial and operational expertise to our Board. This expertise, as well as his extensive experience in the communications industry, brings a valuable perspective to our Board as Unisys continues its work to strengthen its competitive and financial profile in a changing IT industry.
		DENISE K. FLETCHER Age: 69 Director Since: 2001 Audit and Finance Committee, Chair Independent		Professional Experience: Ms. Fletcher 67, is a former Executive Vice President, Finance of Vulcan Inc., an investment and project company, a position she held from 2005 to 2008. From 2004 to 2005, she served as Chief Financial Officer of DaVita, Inc., a provider of dialysis services in the United States. From 2000 to 2003, she was Executive Vice President and Chief Financial Officer of MasterCard International, an international payment solutions company. Before joining MasterCard, she served as Chief Financial Officer of Bowne Inc., a global document management and information services provider. Ms. Fletcher is a director of Inovalon, Inc., a publicly-traded technology company, and a member of the Group Governance Council of Mazars Group, an international organization that specializes in audit, accounting, tax, legal, and advisory services. During 2004 and 2005, she served as a director of Sempra Energy and of Orbitz, Inc. She has served as a director of Unisys since 2001 Attributes, Skills and is chair of the Nominating and Corporate Governance Committee and a member of the Audit and Finance Committee.Qualifications:

		As an experienced financial and operational leader with companies in a variety of industries, Ms. Fletcher brings a broad understanding of the strategic priorities of diverse industries, coupled with knowledge of financial and tax matters and financial reporting and experience in investments and acquisitions. In addition, Ms. Fletcher’s years at MasterCard, Bowne and BowneMazars have given her an understanding of the financial and other aspects of doing business globally, which is particularly important for a company like Unisys, which receives more than half of its revenue from international operations.

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PHILIPPE GERMOND Age: 61 Director Since: 2016 Nominating and Corporate Governance Committee Independent		PHILIPPE GERMONDProfessional Experience: Mr. Germond 59, is the former Chairman of the Management Board (the equivalent of chief executive officer) of Europcar Groupe S.A., a publicly traded European car rental operator with a presence in more than 140 countries and the leading operator in Europe, a position he has held since 2014.from 2014 to 2016. Before joining Europcar Groupe, Mr. Germond served as Chairman and Chief Executive Officer of Paris Mutuel Urbain from 2009 to 2014, Chairman and Chief Executive Officer of Atos Origin from 2007 to 2008, a member of the Management Board of Atos Worldline from 2006 to 2008, President and Chief Operating Officer of Alcatel from 2003 to 2005 and Chairman and CEO of SFR (Societe Francaise du Radiotelephone —Cegetel)— Cegetel) from 1995 to 2002. Prior to that, Mr. Germond began his career at Hewlett-Packard, where he served for 15 years in various marketing and sales roles of increasing responsibility, ultimately serving in Europe as the Managing Director of the Microcomputer Group and a member of the Management Board. Mr. Germond is currentlyserved as the Chairman of the Supervisory Board of Qosmos, a French software company. He has served as a director of Unisys since Februarycompany, until its acquisition in December 2016. Attributes, Skills and Qualifications:   As a successful leader in sales, operations and governance, Mr. Germond brings broad executive experience in a number of industries. His experience implementing transformation projects and making companies more digital and customer-oriented will beis helpful to Unisys as we continue our transformation and bring enhanced value to our clients. In addition, Mr. Germond’s vast global experience will beis particularly useful for Unisys, a company with about half of its revenue from international operations and approximately 30% of its revenue from Europe.
DEBORAH LEE JAMES Age: 59 Director Since: 2017 Nominating and Corporate Governance Committee Independent		LESLIE F. KENNEProfessional Experience: Ms. Kenne, 68, is a retired Lieutenant GeneralJames served as the Secretary of the United StatesAir Force from 2013 to January 2017. In this role, she was responsible for the affairs of the Department of the Air Force. Prior to retiring fromserving as Secretary of the Air Force, in 2003from 2002 to 2013 Ms. James held a variety of increasingly senior positions as DeputyScience Applications International Corporation (SAIC), including Senior Vice President and Director of Homeland Security and President of SAIC’s Technical and Engineering Sector. Previously, she was Executive Vice President and Chief Operating Officer at Business Executives for National Security from 2000 to 2001 and Vice President of Staff, Warfighting Integration, Pentagon, she had a 32-year military career including technical training, command experienceInternational Operations and responsibility for large aircraft test, evaluation and acquisition programs. She is currently an independent consultant for various defense companies and/or agencies.Marketing at United Technologies from 1998 to 2000. Ms. KenneJames has also served as the Assistant Secretary of Defense for Reserve Affairs, Assistant to the Secretary for Legislative Affairs and as a director of EDO Corporation from 2004 to 2007 andprofessional staff member on the House Armed Services Committee. Ms. James is currently a director of HarrisTextron Inc., and MKACyber, Inc. and serves on the Board of Trustees of Noblis, Inc.

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		Attributes, Skills and Qualifications:   As a retired Air Force Lieutenant General,certified public accountant and experienced financial and operational leader with a variety of technology and services companies, Ms. KennePaolillo brings a unique perspective to our Board. In addition to her successful recordbroad understanding of leadershipthe strategic priorities of technology and military service, she has first-hand experience on large government projects and on the government procurement process, experience that is valuable given the Company’s public sector business. Through her consultancy work, she also hasservices organizations, coupled with deep knowledge of the security market, a market that Unisys serves.financial and accounting matters and financial reporting as well as experience in investments and acquisitions.
		LEE D. ROBERTS Age: 65 Director Since: 2011 Compensation Committee,Chair Audit and Finance Committee Independent		Professional Experience: Mr. Roberts 63, is Chief Executive Officer and President of BlueWater Consulting, LLC. Prior to that, he was general manager and vice president for document, content and business process management at IBM Corporation. Mr. Roberts was with FileNET Corporation from 1997 until its acquisition by IBM in 2006, serving as its Chairman and Chief Executive Officer from 2000 to 2006, its presidentPresident and Chief Executive Officer from 1998 to 2000, and President and Chief Operating Officer from 1997 to 1998. Prior to FileNET, Mr. Roberts spent twenty years at IBM, where he held numerous senior management, sales and marketing roles. He is a director of Inovalon, Inc. and QAD Inc.. Mr. Roberts has served as a director of Unisys since 2011Inc. Attributes, Skills and is chair of the Compensation Committee and a member of the Audit and Finance Committee.Qualifications:   Mr. Roberts brings a deep understanding of the IT industry, technology trends and customer requirements to the Unisys Board. In addition, his extensive executive experience in our industry enables him to provide important strategic counsel to the Board.
		PAUL E. WEAVER Mr. Weaver, 70, has over 30 years of experience in providing accounting, audit and business advisory advice and services. He was with PricewaterhouseCoopers from 1972 to 2006, serving as the firm’s Vice Chairman from 1994 to 1999 and as Chairman of its Global Technology and Infocomm practice from 1999 to 2006. Mr. Weaver is currently a director of AMN Healthcare, Inc. and WellCare Health Plans, Inc. He also served as a director of Gateway, Inc. from 2006 to 2007 and as a director of Idearc Media from 2006 to 2009. Mr. Weaver has served as a director of Unisys since 2010 and is Chairman of the Board and chair of the Audit and Finance Committee. Mr. Weaver’s experience in leadership and governance roles within PricewaterhouseCoopers, his position as head of the firm’s global technology practice and his years of experience providing audit and advisory services to a number of the world’s largest multinational companies make him particularly suited to be Chairman of Unisys and chair of the Audit and Finance Committee. In addition, his service on other boards and committees, including as chairman of the audit committees of AMN Healthcare and WellCare Health Plans, and as a member of the compensation committee of WellCare, gives him valuable knowledge and perspective.

Board Meetings; Attendance at Annual Meetings

The Board of Directors held eightfive meetings in 2015.2017. During 2015,2017, all directors attended at least 75% of the total number of meetings of the Board of Directors and standing committees on which they served (held during the period when the director served).

It is the Company’s policy that all directors should attend the annual meeting of stockholders. All of the Company’s current directors who were directors at the time of the 20152017 annual meeting attended that meeting.

Independence of Directors

All of the Company’s directors and nominees for director other than Mr. Altabef meet the independence requirements prescribed by the NYSE and, in the case of members of the Audit and Finance Committee, also meet the audit committee independence requirements prescribed by the SEC. In assessing whether a director or nominee has a material relationship with Unisys (either directly or as a partner, stockholder or officer of an organization that has a relationship with Unisys), the Board uses the criteria outlined below in paragraph 2 of “Corporate Governance Guidelines”. Allnon-employee directors met these criteria in 2015.2017.

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Committees

The Board of Directors has a standing Audit and Finance Committee, Compensation Committee and Nominating and Corporate Governance Committee. The specific functions and responsibilities of each committee are set forth in its charter, which is available on the Company’s web site atwww.unisys.com/governance and is also available in print to any stockholder who requests it.

Audit and Finance Committee

The Audit and Finance Committee assists the Board in its oversightcurrent composition of (1) the integrity of the Company’s financial statements and its financial reporting and disclosure practices, (2) the soundness of its systems of internal financial and accounting controls, (3) the independence and qualifications of its independent registered public accounting firm, (4) the performance of its internal auditors and independent registered public accounting firm, (5) the Company’s compliance with legal and regulatory requirements and the soundness of its ethical and environmental compliance programs, (6) the Company’s risk assessment and risk management policies, (7) the Company’s financial affairs, including its capital structure, financial arrangements, capital spending and acquisition and disposition plans and (8) the management and investment of funds in the pension, savings and welfare benefit plans sponsored by the Company. In 2015, the Audit and Finance Committee held nine meetings. Its members are Ms. Fletcher, Mr. Roberts and Mr. Weaver (chair). The Board has determined that each of Ms. Fletcher, Mr. Roberts and Mr. Weaverstanding committee is an audit committee financial expertset forth below:

Compensation Committee 12

The Compensation Committee oversees the compensation of the Company’s executives, the compensation-related policies and programs involving the Company’s executive management and the level of benefits of officers and key employees. In this capacity, the committee regularly reviews and approves the Company’s executive compensation strategy and principles to ensure that they are aligned with the Company’s

business strategy and objectives and with stockholder interests. Under its charter, the Compensation Committee annually reviews and approves goals and objectives relevant to the compensation of the Chief Executive Officer, evaluates the performance of the Chief Executive Officer in light of those goals and objectives and makes recommendations to the independent members of the Board concerning the compensation level of the Chief Executive Officer. The committee also annually reviews and approves compensation levels of the other elected officers. In this regard, the committee solicits input from the Company’s Chief Executive Officer regarding the compensation of those executives who report directly to him. The Compensation Committee also reviews and recommends to the Board the adoption of director compensation programs. The Company’s guidelines regarding the compensation of directors are described more fully in paragraph 11 of “Corporate Governance Guidelines” below. Under its charter, the Compensation Committee also annually reviews management’s assessment of risk as it relates to the Company’s compensation arrangements. As is discussed more fully below in “Compensation Discussion and Analysis”, the Compensation Committee regularly receives reports and recommendations from management and from the committee’s outside compensation consultant to assist it in carrying out its responsibilities. In 2015, the outside compensation consultant engaged by the Compensation Committee was Pearl Meyer & Partners (“Pearl Meyer”). During 2015, Pearl Meyer and its affiliates did not provide any additional services to the Company or its affiliates, and the work of Pearl Meyer has not raised any conflict of interest. Under its charter, the committee also may consult with legal, accounting or other advisors, as appropriate, and may form and delegate authority to subcommittees when appropriate. The Compensation Committee held five meetings in 2015. Its members are Dr. Cohon, Ms. Davis, Ms. Kenne and Mr. Roberts (chair).

Nominating and Corporate Governance Committee 13

Director Nomination Process

As part of the nomination process, the Nominating and Corporate Governance Committee is responsible for determining the appropriate skills and characteristics required of new Board members in the context of the currentmake-up of the Board and for identifying qualified candidates for Board membership. In so doing, the Nominating and Corporate Governance Committee considers, with input from the Board, those factors it deems appropriate, such as independence, experience, expertise, strength of character, mature judgment, leadership ability, technical skills, diversity, age and the extent to which the individual would fill a present need on the Board. The aim is to assemble a Board that is strong in its collective knowledge and that consists of individuals who bring a variety of complementary attributes and who, taken together, have the appropriate skills and experience to oversee the Company’s business. In February 2016,Since the last annual meeting, the Nominating and Corporate Governance Committee recommended, and the Board elected, onetwo new director, Mr. Germond.directors, Ms. James in August 2017 and Ms. Paolillo in March 2018. As part of the selection process, the Board considered his broad executiveMs. James’ unparalled senior homeland and national security experience in the federal government and private sector and Ms. Paolillo’s experience as a numberfinancial and operational leader with a broad understanding of industries, his experience implementing transformation projects,the strategic priorities of technology and his experience conducting business internationally.services organizations.

As set forth above, the Nominating and Corporate Governance Committee considers diversity as one of a number of factors in identifying nominees for director. It does not, however, have a formal policy in this regard. The committee views diversity broadly to include diversity of experience, skills and viewpoint as well as traditional diversity concepts such as race and gender.

The Nominating and Corporate Governance Committee receives suggestions for new directors from a number of sources, including Board members. It also may, in its discretion, employ a third-party search firm to assist in identifying candidates for director. The committee will also consider recommendations for Board membership received from stockholders and other qualified sources. Recommendations on director candidates must be in writing and addressed to the Chair of the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422.

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The full Board is responsible for final approval of new director candidates, as well as the nomination of existing directors for reelection. With respect to existing directors, prior to making its recommendation to the full Board, the Nominating and Corporate Governance Committee, in consultation with the Chairman of the Board and Chief Executive Officer, reviews each director’s continuation on the Board as a regular part of the annual nominating process. Specific information on the qualifications of each of the Company’s directors is included above.

Communications with Directors

Stockholders and other interested parties may send communications to the Board of Directors or to the non-managementnon-employee directors as a group by writing to them c/o Corporate Secretary, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, Pennsylvania 19422. All communications directed to Board members will be delivered to them.

Board Leadership Structure

As set forth in paragraph 4 of “Corporate Governance Guidelines” below, theThe Board believes that it should have the flexibility to make the selection of Chairman of the Board and Chief Executive Officer in the way that it believes best to provide appropriate leadership for the Company at any given point in time. Therefore, the Board does not have a policy, one way or the other, on whether the same person should serve as both the Chief Executive OfficerCEO and Chairman of the Board or, if the roles are separate, whether the Chairman should be selected from thenon-employee directors or should be an employee. OverThe Company’s corporate governance guidelines require the last several years, the Company has had each of the following leadership structures, reflectingBoard to elect a lead director from its circumstances at the time: separate Chairman and Chief Executive Officer, with the Chairman being a member of the Company’s management (2005); combined Chairman and Chief Executive Officer (2008 to 2014); and separate non-employee Chairman and Chief Executive Officer (2006 to 2008 and 2015). Pursuant to the Company’s governance guidelines,independent directors whenever the Chairman is an employee of the Company,Company.

When Mr. Altabef began as the Company’s CEO in January 2015, the Board electsdetermined to separate the positions of Chairman and CEO as Mr. Altabef transitioned into the role and appointed Mr. Weaver asnon-executive Chairman to provide the Board with independent leadership during the CEO transition and to enable Mr. Altabef, as incoming CEO, to concentrate on the Company’s business operations.

In accordance with the Company’s Bylaws, the current Chairman of the Board, Mr. Weaver, will not stand for reelection at the annual meeting because he has reached age 72. In preparation for this transition, the Board conducted anin-depth review of its leadership structure and considered the individuals best-suited to lead the Board as the Company implements and executes its business strategy. As a part of this review, the Nominating and Corporate Governance Committee hired a third-party firm to conduct interviews of each director to assess the skill set and qualifications that each director believed was important for the Chairman to possess and to discuss with each director who would most effectively lead the Board. In making its recommendation to the Board, the Nominating and Corporate Governance Committee also reviewed recommended best practices for corporate governance.

As a result of this process, based on the recommendation of the Nominating and Corporate Governance Committee, the Board determined that combining the positions of Chairman and CEO and electing Mr. Altabef to serve as the Chairman and Mr. Davis to serve as independent lead director fromupon Mr. Weaver’s retirement best positions the Board and management to implement the Company’s strategy and deliver value to the Company’s stockholders going forward. The Board believes that adopting this leadership structure will provide independent board leadership and oversight while benefiting the Company by

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having Mr. Altabef also serve as Chairman following his transition as incoming CEO, during which he demonstrated the strong leadership and vision necessary to drive the Company’s strategies and achieve its independent directors.objectives.

Risk Oversight

In its oversight role, the Board of Directors annually reviews the Company’s strategic and operating plans, which address, among other things, the risks and opportunities facing the Company. The Board also has overall responsibility for executive officer succession

planning and reviews succession plans each year. The Board has delegated certain risk management oversight responsibility to the Board committees. As part of its responsibilities as set forth in its charter, the Audit and Finance Committee is responsible for discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures, including the Company’s risk assessment and risk management policies. In this regard, the Company’s chief audit executive prepares annually a corporate risk assessment report and provides that report to the Board of Directors each year. This report identifies the material business risks (including strategic, operational, financial reporting and compliance risks) for the Company and identifies the controls and management initiatives that respond to and mitigate those risks. The Company’s management regularly evaluates these controls, and the chief audit executive periodically reports to the Audit and Finance Committee regarding their design and effectiveness. The Audit and Finance Committee also receives annual reports from management on the Company’s ethics program and on environmental compliance, regularly reviews with management the Company’s financial arrangements, capital structure and the Company’s ability to access the capital markets, and oversees the allocation policies with respect to the Company’s pension assets, as well as the performance of pension plan investments. As part of its responsibilities as set forth in its charter, the Compensation Committee annually reviews management’s assessment of risk as it relates to the Company’s compensation arrangements. The Nominating and Corporate Governance Committee annually reviews the Company’s corporate governance guidelines and their implementation. Each committee regularly reports to the full Board.

Risk Assessment of Compensation Policies and Practices

The Company has conducted an internal risk assessment of its employee compensation policies and practices, including those relating to its employees who are not executive officers. In performing its assessment, the Company inventoried its compensation plans, with particular emphasis on incentive compensation plans, and assessed the risks, including financial and operational risks, of those plans. This assessment included an evaluation of the plans’ structure and philosophy, design characteristics and performance measurement features, including (a) compensation mix, (b) performance metrics and the relationship between those metrics and the Company’s business strategy and the creation of long-term stockholder value, (c) whether caps and thresholds exist, (d) length of performance and vesting periods and (e) the existence of risk mitigating factors such as stock ownership guidelines. As a result of this review, both management and the Compensation Committee concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Compensation of Directors

In 2015, theThe Company’snon-employee directors receivedreceive an annual retainer for regularly scheduled meetings of $60,000 and a meeting fee of $1,500 per meeting for attendance at certain additional Board and committee meetings. In addition,$60,000. Mr. Weaver received areceives an additional $100,000 annual retainer for serving as Chairman of the Board and a $20,000 annual retainer for serving as the chair of the Audit and Finance Committee; Mr. Roberts received a $10,000 annual retainer for serving as the chair of the Compensation Committee; and Ms. Fletcher received a $5,000 annual retainer for serving as the chair of the Nominating and Corporate Governance Committee. In February 2015, the Board approved an annual grant to each non-employee director of restricted stock units having a value of $150,000 (based on the fair

market value of Unisys common stock on the date of grant). Accordingly, on February 5, 2015, each non-employee director received an annual grant of 6,667 restricted stock units that vested 100% on that date. Directors may defer receipt of these restricted stock units until termination of service, or until a specified date, under the Company’s deferred compensation plan for directors.

In February 2016, the Board eliminated the meeting fee of $1,500 per meeting for attendance at certain additional Board and committee meetings, increased the annual committee chair retainers and added annual committee member retainers. Currently, theBoard. The chair of the Audit and Finance Committee receives a $26,000 annual retainer, the chair of the Compensation Committee receives a $19,000 annual retainer and the chair of the Nominating and Corporate Governance Committee receives a $16,250 annual retainer. In addition, eachEach other member of the Audit and Finance Committee receives a $12,000 annual retainer and each other member of the Compensation Committee receives a $7,500 annual retainer and each other member of the Nominating and Corporate Governance Committee receives a $7,500 annual retainer. Prior to adopting these changes,On February 9, 2017, eachnon-employee director at the time of the Board consideredmeeting on that date received an assessmentannual grant of our non-employee director10,639 restricted stock units having a value of $150,010 based on the fair market value of Unisys common stock on that date that vested immediately. On April 26, 2017, Mr. Martin received an annual grant of 12,500 restricted stock units having a value of $150,000 based on the fair market value of Unisys common stock on that date that vested immediately. On October 20, 2017, Ms. James received a grant of 8,427 restricted stock units having a value of $75,000 based on the fair market value of Unisys common stock on

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that date that vested immediately. Directors may defer receipt of these restricted stock units until termination of service, or until a specified date, under the Company’s deferred compensation provided by Pearl Meyer, which took into account the director compensation and practices of the peer group companies used as a frame of reference in assessing our executive compensation. The new fee amounts are aligned with the median amounts provided by our peer group companies.

The annual retainers described above are paid in monthly installments in cash. However, directors may defer until termination of service, or until a specified date, all or a portion of their cash fees under the Company’s deferred compensation plan for directors. Under this plan, any deferred cash amounts, and earnings or losses thereon (calculated by reference to investment options available under the Unisys Savings Plan and selected by the director), are recorded in a memorandum account maintained for each director. Formerly, directors could choose, on an annual basis, to receive thesetheir fees in the form of common stock equivalent units.units under the Unisys Corporation Director Stock Unit Plan. The value of each stock unit at any point in time is equal to the value of one share of Unisys common stock. Stock units are recorded in a memorandum account maintained for each director. A director’s stock unit account is payable in Unisys common stock, either upon termination of service or on a date specified by the director, at the director’s option. Directors do not have the right to vote with respect to any stock units. Directors also may defer until termination of service, or until a specified date, all or a portion of their cash feesThis plan was terminated in 2004 and no shares (other then shares subject to outstanding awards previously received) are available for future issuance under the Company’s deferred compensation plan for directors. Under this plan, any deferred cash amounts, and earnings or losses thereon (calculated by reference to investment options available under the Unisys Savings Plan and selected by the director), are recorded in a memorandum account maintained for each director.plan. The right to receive future payments of deferred cash accounts is an unsecured claim against the Company’s general assets. Directors who are employees of the Company do not receive any cash, stock units, stock options or restricted stock units for their services as directors. The following table provides a summary of the 20152017 compensation of currentnon-employee directors. directors who served during 2017.

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Under the Company’s stock ownership guidelines, directors are expected to own Unisys stock or stock units having a value equal to five times their annual retainer by the later of February 2017 orwithin five years after the director’s date of election to the Board. The number of shares owned by each director is set forth in the stock ownership table on page 35.26.

Code of Ethics and Business Conduct

Unisys has a code of ethics, theThe Unisys Code of Ethics and Business Conduct that applies to all employees, officers (including the Chief Executive Officer, Chief Financial Officer and principal accounting officer or controller) and directors. The code is posted on the Company’s web site atwww.unisys.com/ethics and is also available in print to any stockholder who requests it. The Company intends to post amendments to or waivers from the code (to the extent applicable to the Company’s Chief Executive Officer, Chief Financial Officer or principal accounting officer or controller) at this location on its web site.

Corporate Governance Guidelines

The Board of Directors has adopted Guidelines on Significant Corporate Governance Issues. The full text of these guidelines is available on the Company’s web site atwww.unisys.com/governance and is also available in print to any stockholder who requests it. Among other matters, the guidelines cover the following:

1. A majority of the Board of Directors shall qualify as independent under the listing standards of the NYSE. Members of the Audit and Finance, Compensation, and Nominating and Corporate Governance Committees must also meet the NYSE independence criteria, as well as any applicable independence criteria prescribed by the SEC.

2. The Nominating and Corporate Governance Committee reviews annually with the Board the independence of outside directors. Following this review, only those directors who meet the independence qualifications prescribed by the NYSE and who the Board affirmatively determines have no material relationship with the Company will be considered independent. The Board has determined that the following commercial or charitable relationships will not be considered to be material relationships that would impair independence: (a) if a director is an executive officer or partner of, or owns more than a ten percent equity interest in, a company that does business with Unisys, and sales to or purchases from Unisys are less than one percent of the annual revenues of that company and (b) if a director is an officer, director or trustee of a charitable organization, and Unisys contributions to that organization are less than one percent of its annual charitable receipts.

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3. The Nominating and Corporate Governance Committee is responsible for determining the appropriate skills and characteristics required of Board members in the context of its currentmake-up, and will consider factors such as independence, experience, expertise, strength of character, mature judgment, leadership ability, technical skills, diversity and age in its assessment of the needs of the Board.

4. The Board is free to make the selection of Chairman of the Board and Chief Executive Officer any way that seems best to assure the success of the Company so as to provide appropriate leadership at a given point in time. Therefore, the Board does not have a policy, one way or the other, on whether or not the role of the Chief Executive and Chairman of the Board should be separate and, if it is to be separate, whether the Chairman should be selected from thenon-employee directors or be an employee. If the Chairman of the Board is not an employee of the Company, the Chairman should qualify as independent under the listing standards of the New York Stock Exchange.NYSE.

5. In accordance with the Company’s Bylaws, no director shall stand forre-election at any annual stockholders’ meeting following attainment of age 72 and no person shall

be elected a director (as a result of an increase in the number of directors, to fill a vacancy or otherwise) if such person has attained the age of 72.

6. Directors should volunteer to resign from the Board upon a change in primary job responsibility. The Nominating and Corporate Governance Committee will review the appropriateness of continued Board membership under the circumstances and will recommend, and the Board will determine, whether or not to accept the director’s resignation. In addition, if the Company’s Chief Executive Officer resigns from that position, he is expected to offer his resignation from the Board at the same time.

7. Non-managementNon-employee directors are encouraged to limit the number of public company boards on which they serve to no more than four in addition to the Company’s and should advise the Chairman of the Board and the general counsel of the Company before accepting an invitation to serve on another board.

8. The non-managementnon-employee directors will meet in executive session at all regularly scheduled Board meetings. They may also meet in executive session at any time upon request. If the Chairman of the Board is an employee of the Company, the Board will elect from the independent directors a lead director who will preside at executive sessions. If the Chairman is not an employee, the Chairman will preside at executive sessions.

9. Board members have complete access to Unisys management. Members of senior management who are not Board members regularly attend Board meetings, and the Board encourages senior management, from time to time, to bring into Board meetings other managers who can provide additional insights into the matters under discussion.

10. The Board and its committees have the right at any time to retain independent outside financial, legal or other advisors.

11. It is appropriate for the Company’s staff to report once a year to the Compensation Committee on the status of Board compensation in relation to other large U.S. companies. Changes in Board compensation, if any, should come at the suggestion of the Compensation Committee, but with full discussion and concurrence by the Board. Particular attention will be paid to structuring Board compensation in a

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manner aligned with stockholder interests. In this regard, a meaningful portion of a director’s compensation should be provided and held in stock options and/or stock units. Directors should not, except in rare circumstances approved by the Board, draw any consulting, legal or other fees from the Company. In no event shall any member of the Audit and Finance Committee receive any compensation from the Company other than directors’ fees.

12. The Company will provide an orientation program for new directors. The Company will also provide directors with presentations from time to time on topics designed by the Company or third-party experts to assist directors in carrying out their responsibilities. Directors may also attend appropriate continuing education programs at the Company’s expense.

13. The Board will conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. In addition, each committee will conduct an annual self-evaluation of its performance and will make a report annually to the Board.

14. The non-managementnon-employee directors will evaluate the performance of the Chief Executive Officer annually and will meet in executive session, led by the chairperson of the Compensation Committee, to review this performance. The evaluation is based on objective criteria, including performance of the business, accomplishment of long-term strategic objectives and development of management. Based on this evaluation, the Compensation Committee will recommend, and the members of the Board who meet the independence criteria of the NYSE will determine and approve, the compensation of the Chief Executive Officer.

15. To assist the Board in its planning for the succession to the position of Chief Executive Officer, the Chief Executive Officer is expected to provide an annual report on succession planning to the Board.

16. Members of the Board should at all times act in accordance with the Company’s confidentiality policy for directors.

17. The Company’s stockholder rights plan expired on March 17, 2006, and it has no present intention to adopt a new one. Subject to its continuing fiduciary duties, which may dictate otherwise depending on the circumstances, the Board shall submit the adoption of any future stockholder rights plan to a vote of the stockholders. Any stockholder rights plan adopted or extended without stockholder approval shall be approved by a majority of the independent members of the Board and shall be in response to specific, articulable circumstances that are deemed to warrant such action without the delay that might result from seeking prior stockholder approval. If the Board adopts or extends a rights plan without prior stockholder approval, the Board shall, within one year, either submit the plan to a vote of the stockholders or redeem the plan or cause it to expire.

Related Party Transactions

The Company is required to disclose any transactions since the beginning of 20152017 (or any currently proposed transaction) in which the Company was a participant, the amount involved exceeds $120,000 and a director or executive officer, any immediate family member of a director or executive officer or any person or group beneficially owning more than 5% of the Company’s common stock had a direct or indirect material interest. The Company does not have any such transactions to report.

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Currently the Company has not adopted a policy specifically directed at the review, approval or ratification of related party transactions required to be disclosed. However, under the Unisys Code of Ethics and Business Conduct, all employees, officers and directors are required to avoid conflicts of interest. Employees (including officers) must review with, and obtain the approval of, their immediate supervisor and the Company’s Corporate Ethics Office, any situation (without regard to dollar amount) that may involve a conflict of interest. Directors should raise possible conflicts of interest with the Chief Executive Officer or the general counsel. The code of ethics defines a conflict of interest as any relationship, arrangement, investment or situation in which loyalties are divided between Unisys interests and personal interests and specifically notes involvement (either personally or through a family member) in a business that is a competitor, supplier or customer of the Company as a particularly sensitive area that requires careful review.

Audit and Finance Committee Report

In performing its oversight responsibilities as defined in its charter, the Audit and Finance Committee has reviewed and discussed the audited financial statements and reporting process for 2015,2017, including internal controls over financial reporting, with management and with KPMG LLP, the Company’s independent registered public accounting firm. The committee has also discussed with KPMG LLP the matters required to be discussed by the Public Company Accounting Oversight Board (the “PCAOB”) Auditing Standard No. 16,1301, Communications with Audit Committees.Committees. In addition, the committee has received from KPMG LLP the written disclosures and the letter required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the committee concerning independence and has discussed with KPMG LLP their independence. The committee has also considered the compatibility of audit-related services, tax services and othernon-audit services with KPMG LLP’s independence.

Based on the reviews and discussions referred to above, the committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form10-K for the year ended December 31, 20152017 for filing with the SEC.

Audit and Finance Committee

Alison Davis

Denise K. Fletcher (Chair)

Paul E. Martin

Lee D. Roberts

Paul E. Weaver (Chair)

Independent Registered Public Accounting Firm Fees and Services

KPMG LLP was the Company’s independent registered public accounting firm for the years ended December 31, 20152017 and 2014.2016. KPMG LLP has billed the Company the following fees for professional services rendered in respect of 20152017 and 20142016 (in millions of dollars):

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Audit fees consist of fees for the audit and review of the Company’s financial statements, statutory audits, comfort letters, consents, assistance with and review of documents filed with the SEC and Section 404 attestation procedures. Audit-related fees consist of fees for SSAE No. 16 engagements, employee benefit plan audits, accounting advice regarding specific transactions and various attestation engagements. Tax fees principally represent fees for tax compliance services.

The Audit and Finance Committee annually reviews andpre-approves the services that may be provided by the independent registered public accounting firm. The committee has adopted an Audit andNon-Audit ServicesPre-Approval Policy that contains a list ofpre-approved services, which the committee may revise from time to time. In addition, the Audit and Finance Committee has delegatedpre-approval authority up to a fee limitation of $150,000 per service, to the chair of the committee. The chair of the committee reports any suchpre-approval decision to the Audit and Finance Committee at its next scheduled meeting.

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

(Item 2)

The Audit and Finance Committee has engaged the firm of KPMG LLP as the independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2016.2018. KPMG LLP has been the Company’s independent registered public accounting firm since 2008. The Company expects that representatives of KPMG LLP will be present at the annual meeting and will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions asked by stockholders. The Board of Directors considers KPMG LLP to be well qualified to serve as the independent registered public accounting firm for Unisys and recommends a vote for the proposal to ratify their selection.

The Board of Directors recommends a vote “FOR” the proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2016.2018.

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

(Item 3)

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which was added under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is asking stockholders to approve an advisory resolution on compensation of its named executive officers, as described below in this proxy statement in “Compensation Discussion and Analysis”“Executive Compensation”, “Summary Compensation Table” and the related compensation tables and narrative.

As described in detail in “Compensation Discussion and Analysis” beginning on page 36,27, the Company’s executive compensation program is designed to attract, motivate and retain the executives who lead the Company’s business, to reward them for achieving financial and strategic company goals and to align their interests with the interests of stockholders. The Company believes that the compensation of its named executive officers is reasonable, competitive and strongly focused on pay for performance principles, with a significant portion of target compensation at risk and performance based. The Company

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emphasizes compensation opportunities that appropriately reward executives for delivering financial results that meet or exceedpre-established goals, and executive compensation varies depending upon the achievement of those goals. Through stock ownership requirements and equity incentives, the Company also aligns the interests of its executive officers with those of stockholders and the long-term interests of the Company. The Company believes that the policies and procedures articulated in “Compensation Discussion and Analysis” are effective in achieving the Company’s goals and that the executive compensation reported in this proxy statement was appropriate and aligned with 20152017 results. Please read the “Compensation Discussion and Analysis” below, as well as the compensation tables and narrative that follow it, for additional details about the Company’s executive compensation programs and compensation of the named executive officers in 2015.2017.

For the reasons set forth above, the Company is asking stockholders to approve the following advisory resolution at the annual meeting:

RESOLVED, that the stockholders of Unisys Corporation approve, on an advisory basis, the compensation of the Company’s named executive officers set forth in the

Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the Company’s 20162018 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a “say-on-pay”“say-on-pay” resolution, isnon-binding on the Company’s Board of Directors. However, the Board and the Compensation Committee will review and consider the vote when making future executive compensation decisions.

The Board of Directors recommends a vote “FOR” the advisory resolution approving the compensation of the Company’s named executive officers as described in this proxy statement.

2016 LONG-TERM INCENTIVE AND EQUITY COMPENSATION PLAN

(Item 4)

General

On February 11, 2016, our Board of Directors unanimously adopted, subject to stockholder approval at the annual meeting of our stockholders, the Unisys Corporation 2016 Long-Term Incentive and Equity Compensation Plan (the “2016 Equity Plan”). Our Board of Directors has directed that the proposal to approve the 2016 Equity Plan be submitted to our stockholders for their approval at the annual meeting. Also, stockholder approval is being sought (i) so that the compensation attributable to grants under the 2016 Equity Plan may qualify for an exemption from the $1,000,000 deduction limit under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) in order for incentive stock options to meet the requirements of the Code, and (iii) in order to meet the listing standards of the New York Stock Exchange.

We currently maintain the 2003 Long-Term Incentive and Equity Compensation Plan (the “2003 Plan”), the 2007 Long-Term Incentive and Equity Compensation Plan (the “2007 Plan”), and the 2010 Long-Term Incentive and Equity Compensation Plan (the “2010 Plan”) (the 2003 Plan, 2007 Plan, and 2010 Plan, collectively, the “Prior Plans”). As of the record date, 50,053,973 shares of our common stock were outstanding and shares remaining available for issuance under all of the Company’s equity plans, including the Prior Plans, that are not subject to currently outstanding awards, and shares subject to currently outstanding awards under such plans, were as follows (shares in thousands rounded to the nearest thousand):

Our Board of Directors believes that the number of shares available for issuance under the Prior Plans is not sufficient in light of our compensation structure and strategy. Our philosophy is to provide a significant portion of executive compensation in the form of equity awards that are at-risk and performance-based. Equity awards are designed to provide key leaders with a stake in the long-term success of the Company as well as align executive and stockholder interests.

In connection with refocusing our strategy, realigning our organization structure and building out our industry vertical go-to-market strategy, the Company has recently filled key leadership positions, including the election by the Board of five new executive officers (in addition to the CEO). Equity is a critical component in attracting, retaining, and motivating the key leaders responsible for driving our success. As explained in the Compensation Discussion and Analysis below, given compensation expense and dilution to shareholders, as well as the goals of the long-term incentive program, the long-term incentive opportunity provided to our Named Officers is between the 25^th percentile and median of the market reference data. 23

Performance-based restricted stock units (PB-RSUs) are a key component of our equity program as noted in the Compensation Discussion and Analysis below. PB-RSUs are earned based on Company performance in addition to continued service. The number of PB-RSUs earned can vary from none, if performance is below threshold, to two times the target number, for outstanding performance. Currently, PB-RSUs are earned over a three-year performance period. The total number earned is not known until the full performance period is complete. For this reason, sufficient shares need to be reserved for above target performance, and a larger share pool is required.

Determine that outstanding options and SARs shall accelerate and become fully exercisable, in whole or part;

SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Shown below is information with respect to persons or groups that beneficially ownowned more than 5% of Unisys common stock.stock as of February 28, 2018. This information is derived from Schedules 13G filed by such persons or groups.

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Shown below are the number of shares of Unisys common stock (or stock units) beneficially owned as of February 29, 201626, 2018 by all directors, each of the executive officers named on page 36,33, and all directors and current officers of Unisys as a group.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

Our Business

Unisys is a global information technology company that builds high-performance, security-centric solutions for clients across the government, financial services and commercial markets. The following providesCompany’s offerings include security software and services; digital transformation and workplace services; industry applications and services; and innovative software operating environments for high-intensity enterprise computing.

The Company has gone through significant changes since the beginning of 2015. We have transformed the company structure to support an industrygo-to-market effort to differentiate ourselves. We have streamlined our cost structure and increased liquidity. In 2017, the Company made substantial progress towards strengthening ourgo-to-market approach and deliverednon-GAAP operating profit margin and adjusted free cash flow that exceeded our full year guidance range while achieving the high end of our revenue guidance for the full year. While more work remains to be done with ouron-going strategicre-positioning, we believe we are on the right path to further improving our Services margins, growing revenue, strengthening our balance sheet and managing our pension obligations.

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Our Transformation

We continue to execute against our business strategy and improve our financial performance as depicted below.

Since 2015, we have continued to improve the rate of revenue decline and believe we are making progress on driving to our revenue inflection point to grow our company. We believe that continued focus on increasing our services productivity and efficiency will drive a leaner competitive cost structure and improve our operating margin.

In 2017, we exceeded or achieved full-year guidance on all guidance metrics as shown below. Our 2017 results represent the second consecutive year of exceeding or achieving full-year guidance since were-established the process of issuing guidance two years ago.

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As of the end of 2017, the pension deficit improved by $390 million compared to the end of the prior year. This decline of 18% represented the largest percentage decline since 2013. The estimated required cash contributions over the next five years also declined by $300 million compared to the estimates as of the end of the prior year. We are proactively addressing our pension obligation to strengthen our balance sheet. Effective January 1, 2018, the company approved an amendment to reorganize its U.S. defined benefit pension plan from one plan into two distinct plans. Participants were divided between plans to maximize administrative efficiencies in compliance with all regulations. The company estimates administrative costs, including Pension Benefit Guaranty Corporation premiums, and the resulting contributions to fund such costs, will be reduced by approximately $10 million per year through 2021. Benefits offered to participants in the plans are unchanged. This amendment had no impact on the Company’s consolidated results of operations and financial position for the year ended and as of December 31, 2017. In August 2017, a new Treasurer joined the Company who is focusing on funding and risk management for the corporate pension plans to continue strengthening the balance sheet.

Stockholder Feedback

The Company has undertaken a comprehensive approach to improving the results of the stockholder advisory vote on our executive compensation(“say-on-pay”), which includes:

The Compensation Committee, with input from its independent compensation consultant, regularly evaluates its compensation programs and considers the results of its most recent stockholdersay-on-pay vote as well as feedback received directly from stockholders through our ongoing engagement. In 2017, a comprehensive effort was made to engage with many of our largest stockholders to discuss how our executive compensation program supports our strategy and oursay-on-pay vote. At the April 2017 annual meeting, we receivedsay-on-pay support from holders of approximately 68% of our shares of common stock present at the meeting. Following that meeting, we reached out to holders of over 85% of outstanding shares of our common stock to request a call to discuss corporate governance and executive compensation matters. Holders of over 60% of our shares responded to our request and either accepted our invitation for engagement or declined our invitation saying they had no concerns with our compensation program. During these calls, senior executives and directors of the Company provided information regarding our executive compensation programs, responded to questions and discussed investor feedback. This process resulted in valuable insight regarding stockholder views. Feedback received directly from stockholders, as well as from proxy advisory firms, is summarized below.

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We will continue this dialogue with our stockholders and consider their perspectives regarding compensation and governance matters.

Overview of Our Compensation Programs

This section describes 2017 compensation and benefit programs in place during 2015 for the executive officers namedlisted in the Summary Compensation Table on page56. Thesepage 52 and referred to as “Named Officers”.

Peter Altabef joined the Company in January 2015 to reposition our company by establishing our strategy with a focus on higher growth markets, building a management team that would have the full confidence of the Board to achieve our strategic priorities and, ultimately, creating the stockholder value that is expected from our investors. As our industry evolves and our opportunities for competitive business advantages change over time, we must likewise evolve in order to create value. Our compensation programs are tailored to our strategic priorities and our current outlook, while also motivating and retaining our management team.

Highlights of our compensation program include:

Additional detail on each compensation element is provided starting on page 41.

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Good Governance Practices

The Compensation Committee continually evaluates the Company’s compensation policies and practices to ensure that they are consistent with good governance principles. The Committee receives regular updates on governance matters from its independent consultant. Below are highlights of our governance practices:

What We Do

What We Don’t Do

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How We Set Pay

This section describes how we set pay for our executive officers (collectively,listed below, sometimes referred to as the “Named Officers”) are::

Mr. Frankenfield left the Company during 2015, but is included as a Named Officer pursuant to SEC rules. Mr. Gissler will be leaving the Company on March 31, 2016. Mr. Altabef, Ms. Haugen, Mr. Renzi, Mr. Gissler and Mr. Loeser are sometimes referred to in this proxy statement as the “Current Named Officers.”

OverviewOur Compensation Strategy

The Company’sOur executive compensation program is designed to attract, motivate and retain the executives who lead the Company’s business, to reward them for achieving financial and strategic Company goals and to align their interests with the interests of stockholders. The program seeks to achieve these goals primarily through a combination of the following types of compensation: (a) base salary, (b) short-term, performance-based cash incentives (bonus) and (c) long-term incentives in the form of equity-based awards (stock options and performance-based and time-based RSUs in 2015). The following discussion of compensation focuses on these three types of compensation.to:

A Significant Portion of Executive Officer Target Compensation is At Risk and Performance Based

The Company’s executive compensation program is strongly focused on pay-for-performance principles, with a significant portion of executive officertarget compensation at riskfor Named Officers isat-risk and dependent upon the Company’s financial performance and/or an increaseperformance-based. In order to maximize our ability to compete effectively, we maintain a strongpay-for-performance bias as described in the Company’s stock price.Executive Summary section. This focus is intended to 1) offer target total compensation opportunities which are competitive to attract and retain executive talent and 2) through incentives, focus executives on successful execution of the operating plan and actions which over time, are expected to lead to enhanced profitability and growth.

As shown in the following charts, for 2015, approximately 70% of theaverage total target compensation of Peter A. Altabef,for the Company’s President and Chief Executive Officer, was

at risk, with approximately 47% dependent on the achievement of performance metrics. In addition, approximately 63% of Mr. Altabef’s total target compensation was in the form of equity-based awards.other Named Officers are shown below.

Components of CEO Target Compensation

On page43, we show comparisons of 33

Further detail on Mr. Altabef’s total target compensation to his realized and realizable pay. These comparisons show how a substantial portion of pay isat-risk and how compensation is aligned with Company performance.shown below:

For

While actual compensation reflects the other Named Officers, at-risk compensation averaged 59% of total target compensation, with approximately 46% dependent on the achievement of performance

metrics. Approximately 43% of the total target compensation ofCompany, the other Named Officers was in the form of equity-based awards.

While the actual amount of total compensation earned will vary based on the Company’s performance and its stock price, the Company’sCompensation Committee’s goal is for total target compensation, as well as each element of total target compensation, to be at or around the median target compensation for executives with similar positions in the market.

Company Performance

2015 was a year of transitionmarket as described beginning on page 38. The Committee incorporates flexibility into its compensation programs and transformation forinto the Company, beginning with the election of our President and CEO, Peter A. Altabef, effective January 1, 2015. The Company initiated actions intendedassessment process to improve performancerespond to changing business needs, to emphasize specific compensation objectives and to deliver greater shareholder value over the longer term. These actions included organizational redesign, the addition of new senior leadership, re-evaluation of the competitiveness of our product and service offerings, and the implementation of our go-to-market approach with greater focus on vertical markets and integrated solutions. These actions are intended to enable us to compete more effectively in an environment of downward pressure on margins and reduced IT spending. In connection with these actions, the Company expects to incur a pretax restructuring charge estimated at $300 million over 2015 through 2017. Exiting 2015, the Company estimates net annualized savings from this program of approximately $100 million. The Company’s 2015 results were affected by these chargestake into consideration individual performance, as well as negative impactthe relative complexity and strategic importance of foreign currency fluctuations, lower technology revenue, and higher pension expenses.specific roles.

In 2015, several new executive officers joined the Company, in addition to our new President and CEO. The Company also filled several key leadership roles below the executive officer level to support its new vertical go-to-market approach and delivery model.

The focus ofGiven the Company’s leadership team was on reducing costs and building the infrastructure to supportongoing transformation, our new go-to-market strategy. The Named Officers were accountable for successfully implementing the cost savings plan, streamlining processes, and taking actions to improve our future competitiveness and agility, with the goal of driving future shareholder value.

The Company’s 2015 results were impacted by the matters referred to above:

The Company’s results and the overall business environment, including the Company’s cost reduction program, were considered when determining compensation paid for 2015, as discussed below. The Company’s 2015 incentive targets were set recognizing that 2015 would be a transition year given the amount of organizational change.

Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for a more detailed description of the Company’s financial results.

Compensation Actions for 2015

The Company continually evaluates its executive pay programs to ensure that they reflect current business priorities, alignment of pay and performance, competitive practice, and good governance.

Key compensation components and changes with respect to the Named Officers for 2015 included:

Compensation Component		Description
Greater emphasis on multi-year performance		•    Long-term incentive opportunity provided through performance-based Restricted Stock Units (RSUs), stock options, and time-based RSUs. •    Stock options and time-based RSUs vest one-third annually over 3 years. •   In 2015, the Company increased the term of stock options from five to seven years and increased the performance period of the performance-based RSUs from one year to three years to support our longer-term focus and better align with market practice. •    The maximum payout of the performance-based RSUs was also increased from 150% to 200% of target to encourage superior performance and to align with practices of our peer companies. •    Performance measures changed from technology revenue and services operating margin to a measure based on total company operating profit. Total company operating profit encompasses both technology revenue and services operating margin in a single metric. This measure aligns well with our longer-term business priorities, is meaningful to our stockholders, and provides a comprehensive assessment of performance that participants in the plan are able to impact. •    Performance-based RSUs are earned one-third annually over a three year period to the extent the Company achieves its operating profit goal in each of 2015, 2016, and 2017 with vesting on the anniversary of grant. •    Based on the Company’s operating profit in 2015, each performance-based RSU granted to the Current Named Officers that was tied to 2015 performance converted into 1.072 shares of the Company’s common stock with vesting on the first anniversary of grant.

Base salaries and short-term cash incentive awards for 2015 were generally aligned with the market median. In consideration of the Company’s desire to achieve an appropriate balance between the goals of its long-term incentive program, its compensation expense and dilution to its stockholders, the grant date value of these long-term incentive awards to the Named Officers, as shown in the Summary Compensation Table on page56, in the aggregate, was between the 25^th percentile and the median for awards shown in market reference data. Therefore, total target compensation for 2015 is below the median for most of the Current Named Officers.

Pay for Performance Alignment

The Company’s executive compensation programs are designed to both hold executives accountable for meeting short-term objectives expected to result in long-term value creation and align realized and realizable pay with longer termlong-term performance. Although the leadership changes in 2015 make it challenging to evaluate pay and performance over multiple years, the Company remains focused on We maintain a strong bias towardspay-for-performance principles and alignment of interests of executives and stockholders. Approximately 70% and 60% of the total target

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The 2017 compensation of Mr. Altabef’s and the other Named Officers, respectively, was at risk and approximately 47% and 46%, respectively, was dependent upon the achievement of performance metrics.

In 2015, the compensation programsprogram included the design elements described below in order to align pay with performance:following performance-based elements:

How We Measure Performance and Set Goals

The table below describes measures used in our incentive plans and the rationale for their inclusion.

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The Committee regularly assesses the Company’s incentive plan measures in light of the Named Officers’ compensation is based on equity awards, there can be significant differences between “realized” compensation, “realizable” compensationcurrent business plan, relevance to stockholders, and compensation as set forthalignment with peer company practices. Measures used in the Summary Compensation TableEVC Plan are important to our business and widely used in our industry. When the current LTI plan design was adopted in 2015, several measures were considered. Operating profit was selected as it offers a strongline-of-sight for plan participants, it is not influenced by pension expense, which is largely driven by interest rate fluctuations, and it reflects bothtop-line growth and bottom line profitability.

The above performance metrics includenon-GAAP financial measures, which will therefore differ from the amounts shown in the Company’s financial statements. The Company defines adjusted free cash flow as cash from operations less capital expenditures.Non-GAAPpre-tax profit, adjusted free cash flow, andnon-GAAP operating profit exclude payments and charges related to defined benefit pension expense and restructuring and other charges which are not indicative of our ongoing operating performance.Non-GAAPpre-tax profit and adjusted free cash flow exclude interest expense and interest payments on page 56new debt in the given year and redemption costs. The interest expense and interest payments associated with the issuance by the Company of $440 million of senior secured notes were excluded from the calculation of achievement of the Company’s performance metrics in prior years’ proxy statements. Different views2017 in order to evaluate ongoing operating performance to which both line and staff executives haveline-of-sight and separate it from financing decisions.

In setting performance targets for both our short-term and long-term incentive goals, the business planning process and factors considered are depicted below:

Based on this process and factors considered, a range of compensationperformance scenarios is developed. Goals are then set at the threshold, target, and howmaximum performance levels with the target goals aligning with our operating plan and the financial guidance we provide externally. The Committee considers probability of achievement of different levels of performance. Based on market practice described by the Committee’s consultant that we

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believe to be consistent with practices at other companies with size and complexity similar to our own, the targeted probability of meeting or exceeding each perspectivelevel is defined are shown below:

RealizedDue to the volatility and realizable compensation differ from compensation shown in the Summary Compensation Table in the way that equity-based awards are valued. As required by the SEC, the Summary Compensation Table shows the fair valuetransition of stock awards and option awards asour business, we set a relatively wide range of the date of grant, calculated in accordance with accounting rules. These amounts represent the Company’s accounting expense for these grants. The amounts do not reflect the actual number of performance-based RSUs earned based on the Company’s

performance and, for both RSUs and stock options, do not take into account changes in the Company’s stock price after the date of grant, both of which affect actual compensation earned. Realizable compensation takes both of these factors into account. Below is an example showing the 2015 target compensation, realized compensation, and realizable compensation for Mr. Altabef, President and Chief Executive Officer.

Target total direct compensation represents Mr. Altabef’s target pay opportunity for 2015. Both realized and realizable compensation show Mr. Altabef’s salary of $972,000 and his actual bonus payout of $1,312,200. Realized pay shows the value of Mr. Altabef’s time-based RSUs which vested on January 5, 2016 and performance-based RSUs, which were earned for 2015 performance and vested on February 5, 2016. Based on the Unisys common stock price of $10.59 at vesting, realized long-term incentives were approximately $372,000, significantly less than the value of Mr. Altabef’s equity at the time of grant, which was over $3,700,000. The Realizable Compensation column also incorporates the value of unvested equity as of February 5, 2016, assuming a stock price of $10.59between threshold and target performance. The chart shows that while Mr. Altabef’sand target total direct compensationand maximum, specifically regarding profitability and free cash flow measures. This is approximately $5,900,000, his realized pay is approximately $2,600,000, and his realizable pay is approximately $3,300,000. These differences are largely due to the decline in stock price since the time of grant, reflecting a strong alignment between compensation and shareholder value creation. The chart above provides supplemental information regarding the compensation paid to Mr. Altabef and should not be viewed as a substitute for the Summary Compensation Table found on page 56.

Compensation Policies and Practices

The Compensation Committee continually evaluates the Company’s compensation policies and practices to ensure that they are consistent with good governance practices. To that end, the Company:

provision allowing the executive to receive benefits if he or she voluntarily terminates employment during the 13th month following a change in control, except that Mr. Altabef’s change in control employment agreement provides for a multiple of two and one-half times salary and bonus;

In evaluating its compensation program, the Company also considers the results of its most recent stockholder advisory vote on executive compensation. At the 2015 annual meeting, the Company’s executive compensation program received a favorable vote of over 87% of the shares present and entitled to vote (including abstentions in the vote totals). In each of 2013 and 2014, the Company received a favorable vote of over 96%. The Company believes that this shows that its stockholders support the overall design of the Company’s compensation program and its compensation decisions.

The Company believes that its executive compensation program is reasonable, competitive and strongly focused on pay-for-performance principles, withbecause a significant portion of target compensation at riskprofit and based oncash are generated by our Technology business, which is less than 20% of our total revenue. A single technology deal can generate significant revenue, in excess of 10% of profit or free cash flow in a given year. It is challenging to predict the Company’s performance. The Company emphasizes compensation opportunities that appropriately reward executivestiming of technology deal closures, and a delay or loss can significantly swing profitability. For example, a delay in closing a technology deal worth 1% of total revenue could reducepre-tax profit by 10%. A 5% decline in revenue from technology deals could cause a 50% reduction in profitability. Additional detail regarding specific performance ranges for delivering financial results that meet or exceed pre-established goals, and the compensation of the Named Officers varies depending upon the achievement of these goals. Through stock ownership requirements and equity incentives, the Company also aligns the interests of its executive officers with those of stockholders and the long-term interests of the Company.

Compensation Philosophy

As described above, the Company’s executive compensation program is designed to attract, retain and motivate executives who lead the Company’s business, to reward them for achieving both financial and strategic Company goals and to align their interests with the interests of stockholders. The program seeks to achieve these goals primarily through a combination of the following types of compensation: (1) base salary, (2) short-term cash incentives tied to annual performance and (3) long-term incentives in the form of RSUs, stock options and/or other stock-based awards.

Each of the three principal elements of the Company’s executive compensation program is essential to meeting the program’s overall objectives, and most of the compensation components simultaneously fulfill one or more of these objectives. Base salaries are used primarily to attract and retain executives responsible for the Company’s success. Cash incentive compensation is “at-risk” compensation designed both to reward executives for the achievement of short-term goals and to attract and retain executives. Long-term incentive compensation is intended to align executive and stockholder interests, to motivate and reward executives for long-term business success and to attract and retain executives responsible for this long-term success.

The Company has not adopted a formula to allocate total compensation among its various components. As a general matter, the Company’s goal is for total target compensation,2017 as well as each element of total target compensation, to be consistent withour performance against the median for the Peer Group Companies. However, the Company incorporates flexibility into its compensation programs and into the assessment process to respond to and adjust for the changing business environment, to emphasize, as needed, one or more of its compensation objectives and to take into consideration individual performance, as well as the relative complexity and strategic importance of any particular position held.targets is discussed beginning on page 42.

Market References