Unisys Corporation

801 Lakeview Drive, Suite 100

Blue Bell, PA 19422

March 17, 201716, 2018

Dear Fellow Stockholder:

It is my pleasure to invite you to the Unisys 20172018 Annual Meeting of Stockholders. This year’s meeting will be held on Wednesday,Thursday, April 26, 2017,2018, at the JW Marriott Essex House New York,Courtyard Philadelphia Downtown, which is located at 160 Central Park South21 North Juniper Street in New York, New York.Philadelphia, Pennsylvania. The meeting will begin at 8:00 a.m., local time.

Unisys entered 2016 intensely focused2017 with the momentum of a full year of executing on executing against the strategic plan we hadour strategy developed the year before.in 2015 and further refined in 2016. We achieved significant progress against that plan, as shown by our plan, and as a result delivered strong results forfull year results. For the second straight year, that reflect ongoing progress in our strategic transition of the business. We began the year by providing financialwe provided guidance for revenue,non-GAAP operating profit margin and adjusted free cash flow for the first time in more than a decade. I am pleased to report that as of the end of the year, we metflow. We exceeded our guidance for both revenue andonnon-GAAP operating profit margin and exceeded it on adjusted free cash flow.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 alsohave demonstrated continued to execute againstprogress on our verticalkey goals of using our industrygo-to-market strategy (andfocus 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 forin the year on a constant-currency basis within our key focus industries), launched new tailored,fourth quarter. Oursoftware-lednon-GAAP solutions, and continued to innovate and see improved sales trends with respect to Unisys Stealth^®. We enhanced the efficiency of the business,operating profit margin meaningfully expanded, helped by improvements in both our Technology and Services and Technology delivery teams, resulting in higher gross margins, and also reduced our sales, general and administrative (SG&A) costs as a percentage of revenue.operating margins. Additionally, we reduced capex needs by continuingtook proactive steps to strengthen our transition toworking capital and reduce our pension deficit. Both of these initiatives support a more asset-lite model, which also contributed to significantly improvedstronger balance sheet and improve our cash 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 26, 20172018

Unisys Corporation will hold its 20172018 Annual Meeting of Stockholders at the JW Marriott Essex House New York, 160 Central Park South, New York, New York,Courtyard Philadelphia Downtown, 21 North Juniper Street, Philadelphia, Pennsylvania, on Wednesday,Thursday, April 26, 2017,2018, at 8:00 a.m., local time, to:

Only record holders of Unisys common stock at the close of business on February 27, 201726, 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 17, 201716, 2018

Important Notice Regarding the Availability of Proxy Materials for the Stockholder

Meeting to be Held on April 26, 2017:2018:

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 26, 20172018

The Board of Directors of Unisys Corporation solicits your proxy for use at the 20172018 Annual Meeting of Stockholders to be held on April 26, 20172018 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, an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 150,000,000; (4) approve, on an advisory basis, the compensation of the Company’s named executive officers (5) vote, on an advisory basis, on the frequency with which the Company should hold an advisory vote on executive compensation and (6)(4) transact any other business properly brought before the meeting.

The record date for the annual meeting is February 27, 2017.26, 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, 50,397,10150,639,210 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 2016,2017, are being made available to stockholders on or about March  17, 2017.16, 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.

1

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 proposal to amend the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock, (4) FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers, (5) for the approval, on an advisory basis, of an advisory vote on executive compensation EVERY YEAR and (6)(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” matters. This is commonly referred to as a “brokernon-vote”. The election of directors and the advisory resolution regarding the compensation of the Company’s named executive officers and the vote regarding the frequency of advisory votes on executive compensation are considered“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 and the proposal to amend the Company’s Restated Certificate of Incorporation areis 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 27, 2017.26, 2018. The trustee will vote those shares in accordance with your instructions if it receives your completed proxy by April 23, 2017.2018. 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.

2

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.

2

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” 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). The proposal to ratify the selection of the Company’s independent registered public accounting firm 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. 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.

Amendment to Restated Certificate of Incorporation (Item 3). The proposal to amend the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock will require the affirmative vote of a majority of the outstanding shares of common stock entitled to vote. Any shares not voted by abstention or otherwise will have the same effect as a vote “Against” the proposal. There will be no brokernon-votes for the proposal to amend the Company’s Restated Certificate of Incorporation since brokers will be entitled to vote on this “routine” proposal.

Advisory Vote to Approve Executive Compensation (Item 4)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.

Advisory Vote on Frequency of Advisory Vote on Executive Compensation (Item 5). Stockholders will have the option of selecting a frequency of every year, every two years or every three years for theThe advisory vote on executive compensation. The Company will consider the alternative receiving the greatest number of votes as the frequency the stockholders approve. Abstentions and brokernon-votes will therefore have no effect on the vote.

The advisory votes to approve executive compensation (Item 4) and on the frequency of the advisory vote on executive compensation (Item 5) are3) is not binding on the Company. However, the Company will review and consider the results of thesethis advisory votesvote when making future executive compensation decisions and when making determinations as to when the Company will again submit the advisory vote on executive compensation to stockholders for approval.decisions.

3

ELECTION OF DIRECTORS

(Item 1)

Summary

The Board of Directors of Unisys Corporation (the “Board of Directors” or the “Board”) currently consists of teneleven members, each of whose term expires at the annual meeting. Mr. Paul Weaver and Ms. Leslie KenneAlison 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 20182019 annual meeting. Each of the nominees has agreed to serve as a director if elected, and the 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.

3

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 diversity, background and experience will help bring broad and valuable perspectives to the Board that will lead to a well-functioning board of directors.

AGE

TENURE

DIVERSITY		INDEPENDENCE

4

BACKGROUND AND EXPERIENCE

5

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

6

7

7

8

8

9

10

10

Board Meetings; Attendance at Annual Meetings

The Board of Directors held eightfive meetings in 2016.2017. During 2016,2017, 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 20162017 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 2016.2017.

11

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 at www.unisys.com/governance and is also available in print to any stockholder who requests it.

11

The current composition of each standing committee is set forth below:

12

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 2017, the Nominating and Corporate Governance Committee recommended, and the Board elected, one new director, Mr. Martin. As part of the selection process, the Board considered his extensive executive management experience across the entire IT industry, his international experience and his deep life sciences and healthcare expertise.

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.

14

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 thenon-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, the 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 Officer 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. Over the last twelve years, the Company has had each of the following leadership structures, reflecting 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 separatenon-employee Chairman and Chief Executive Officer (2006 to 2008 and 2015 to present). Pursuant to the Company’s governance guidelines, whenever the Chairman is an employee of the Company, the Board elects a lead director from its independent directors.

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

15

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.

Compensation of Directors

The Company’snon-employee directors receive an annual retainer of $60,000. Mr. Weaver receives an additional $100,000 annual retainer for serving as Chairman of the Board. 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, 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. Each other member of the Audit and Finance Committee receives a $12,000 annual retainer and each other member of the Compensation Committee and the Nominating and Corporate Governance Committee receives a $7,500 annual retainer. Prior to adopting these changes, the Board considered an assessment of ournon-employee director 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 were aligned with the median amounts provided by our peer group companies at the time of assessment. On February 11, 2016, eachnon-employee director at the time of the Board meeting on that date received an annual grant of 15,000 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 April 28, 2016, Mr. Germond received an annual grant of 18,964 restricted stock units having a value of $150,005 based on the fair market value of Unisys common stock on 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 plan for directors.

The annual retainers described above are paid in monthly installments in cash. However, directors may choose, on an annual basis, to receive these fees in the form of common stock equivalent units. 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 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. 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

16

units, stock options or restricted stock units for their services as directors. The following table provides a summary of the 2016 compensation of currentnon-employee directors.

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 within 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 28.

Code of Ethics and Business Conduct

The Unisys Code of Ethics and Business Conduct 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 at www.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.

17

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 at www.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.

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 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.

18

7.Non-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. Thenon-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 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. Thenon-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.

19

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 2016 (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.

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.

20

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 2016, 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. 1301, Communications with Audit 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, 2016 for filing with the SEC.

Audit and Finance Committee

Alison Davis

Nathaniel A. Davis

Denise K. Fletcher

Philippe Germond

Deborah Lee James

Paul E. Martin

Regina Paolillo⁽¹⁾

Lee D. Roberts

Paul E. Weaver (Chair)

12

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. Since the last annual meeting, the Nominating and Corporate Governance Committee recommended, and the Board elected, two new directors, Ms. James in August 2017 and Ms. Paolillo in March 2018. As part of the selection process, the Board considered Ms. James’ unparalled senior homeland and national security experience in the federal government and private sector and Ms. Paolillo’s experience as a financial and operational leader with a broad understanding of the strategic priorities of technology and 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.

14

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 thenon-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

The 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 CEO 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. The Company’s corporate governance guidelines require the Board to elect a lead director from its independent directors whenever the Chairman is an employee of the Company.

When Mr. Altabef began as the Company’s CEO in January 2015, the Board determined 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 upon 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

15

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 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.

Compensation of Directors

The Company’snon-employee directors receive an annual retainer of $60,000. Mr. Weaver receives an additional $100,000 annual retainer for serving as Chairman of the Board. 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. Each other member of the Audit and Finance Committee receives a $12,000 annual retainer and each other member of the Compensation Committee and the Nominating and Corporate Governance Committee receives a $7,500 annual retainer. On February 9, 2017, eachnon-employee director at the time of the Board meeting on that date received an annual grant of 10,639 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

16

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 plan for directors.

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 their fees in the form of common stock equivalent 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. This plan was terminated in 2004 and no shares (other then shares subject to outstanding awards previously received) are available for future issuance under this 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 2017 compensation of currentnon-employee directors who served during 2017.

17

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 within 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 26.

Code of Ethics and Business Conduct

The Unisys Code of Ethics and Business Conduct 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 at www.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 at www.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.

18

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 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-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. Thenon-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

19

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. Thenon-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 2017 (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.

20

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 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. 1301, Communications with Audit 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, 2017 for filing with the SEC.

Audit and Finance Committee

Alison Davis

Denise K. Fletcher (Chair)

Paul E. Martin

Lee D. Roberts

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, 2017 and 2016. KPMG LLP has billed the Company the following fees for professional services rendered in respect of 2017 and 2016 (in millions of dollars):

21

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 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, 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 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 “Executive Compensation”, “Summary Compensation Table” and the related compensation tables and narrative.

As described in detail in “Compensation Discussion and Analysis” beginning on page 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

22

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 2017 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 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 2018 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a“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.

23

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information as of December 31, 2017 with respect to compensation plans under which Unisys common stock is authorized for issuance.

24

SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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

26 SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Shown below is information with respect to persons or groups that beneficially owned more than 5% Name and Address of Unisys common stock as of February 28, 2017. This information is derived from Schedules 13G filed by such persons or groups.    Name and Address of Beneficial Owner          Number of Shares Of Common Stock Percent of Class  BlackRock, Inc. 4,315,305(1) 8.6   55 East 52nd Street New York, NY 10055  Fairpointe Capital LLC 5,752,957(2) 11.5   1 N. Franklin Street, Suite 3300 Chicago, IL 60606  FMR LLC 7,512,498(3) 14.999   Abigail P. Johnson 245 Summer Street Boston, MA 02210  JPMorgan Chase & Co. 3,500,161(4) 6.9   270 Park Avenue New York,, NY 10017  Royce & Associates, LP 2,660,101(5) 5.31   745 Fifth Avenue New York, NY 10151  The Vanguard Group 5,286,996(6) 10.55      Number of Shares Of Common Stock Percent of Class  AllianceBernstein L.P. 2,953,145(1) 5.9   1345 Avenue of the Americas New York, NY 10105  BlackRock, Inc. 3,946,796(2) 7.8   55 East 52nd Street New York, NY 10055  Fairpointe Capital LLC 5,920,461(3) 11.7   1 N. Franklin Street, Suite 3300 Chicago, IL 60606  FMR LLC 7,570,995(4) 14.999   245 Summer Street Boston, MA 02210  JPMorgan Chase & Co. 4,319,466(5) 8.5   270 Park Avenue New York, NY 10017  Towle & Co 3,215,524(6) 6.37   1610 Des Peres Road, Suite 250 St. Lous, MO 63131  The Vanguard Group 6,942,315(7) 13.75   100 Vanguard Blvd. Malvern, PA 19355        (1) Sole dispositive power has been reported for all shares. Sole voting power has been reported for 4,121,998 (1) Sole dispositive power has been reported for all shares. Sole voting power has been reported for 2,391,765 shares. (2) Sole dispositive power has been reported for all shares. Sole voting power has been reported for 3,799,875 shares. (3) Sole dispositive power has been reported for all shares. Sole voting power has been reported for 5,444,558 shares and shared voting power has been reported for 67,503 shares. (4) Sole dispositive power has been reported for all shares. Sole voting power has been reported for 223,538 shares. (5) Sole dispositive power has been reported for 4,292,800 shares and shared dispositive power has been reported for 166 shares. Sole voting power has been reported for 3,792,680 shares. (6) Sole dispositive and sole voting power have been reported for all shares. (7) Sole dispositive power has been reported for 6,856,454 shares, and shared dispositive power has been reported for 85,861 shares. Sole voting power has been reported for 83,727 shares and shared voting power has been reported for 4,802 shares.   (2) Sole dispositive power has been reported for 5,582,557 shares, and shared dispositive power has been reported for 170,400 shares. Sole voting power has been reported for 5,504,627 shares. 25 Shown below are the number of shares of Unisys common stock (or stock units) beneficially owned as of February 26, 2018 by all directors, each of the executive officers named on page 33, and all directors and current officers of Unisys as a group.  Beneficial Owner   Number of Shares of Common Stock (1)(2)     Additional Shares of Common Stock Deemed Beneficially Owned (1)(3)     Percent of Class    Peter A. Altabef     231,056       140,000       *    Jared L. Cohon     54,651       0       *    Alison Davis     59,028       0       *    Nathaniel A. Davis     28,928       0       *    TarekEl-Sadany     35,147       14,667       *    Denise K. Fletcher     86,973       0       *    Philippe Germond     39,039       0       *    Eric Hutto     33,380       8,091       *    Deborah Lee James     23,062       0       *    Paul E. Martin     27,135       0       *    Regina Paolillo     1,000       0       *    Jeffrey E. Renzi     60,304       66,750       *    Lee D. Roberts     58,015       0       *    Inder M. Singh     15,898       0       *    Paul E. Weaver     78,490       0       *    All directors and current officers as a group     945,460       364,845       2.2   * Less than 1% (1) Includes shares reported by directors and officers as held directly or in the names of spouses, children or trusts as to which beneficial ownership may have been disclaimed. (2) Includes: (a) Shares held under the Unisys Savings Plan, a qualified plan under Sections 401(a) and 401(k) of the Internal Revenue Code, for current officers as a group, 1,292.1. With respect to such shares, plan participants have authority to direct voting. (b) Stock units, as described on page 17, for directors as follows: Ms. Fletcher, 1,314.8. They may not be voted. (c) Stock units deferred under the 2005 Deferred Compensation Plan for Directors as follows: Dr. Cohon, 54,651; Ms. Davis, 44,393; Ms. Fletcher, 65,826; Mr. Germond, 14,635; and Ms. James, 23,062. Deferred stock units are distributed in shares of common stock upon the earlier of termination of service or on any date at least two years after the stock units are awarded, as previously elected by the director. They may not be voted. (3) Shares shown are shares subject to options exercisable within 60 days following February 26, 2018.   (3) Sole dispositive power has been reported for all shares. Sole voting power has been reported for 215,028 shares. 26 EXECUTIVE COMPENSATION Compensation Discussion and Analysis  Section Page  Executive Summary 27  How We Set Pay 33  Principal Components of Executive Compensation 41  Deductibility of Executive Compensation 51 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 Company’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.   (4) Sole dispositive power has been reported for 3,473,395 shares and shared dispositive power has been reported for 166 shares. Sole voting power has been reported for 3,052,475 shares. 27 Our Transformation We continue to execute against our business strategy and improve our financial performance as depicted below.   (5) Sole dispositive and sole voting power have been reported for all shares. 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.   28 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: Continuing our dialogue and engagement with stockholders regarding executive compensation Continuing to incorporate stockholder feedback in developing the design and goal-setting process for 2018 Enhancing our proxy to continually improve transparency and presentation 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. 29 (6) Sole dispositive power has been reported for 5,195,469 shares, and shared dispositive power has been reported for 91,527 shares. Sole voting power has been reported for 87,293 shares. Shared voting power has been reported for 6,902 shares. What We Heard What We Have Done and Are Doing Performance should be measured over3-year cycles rather than 31-year cycles Performance-based restricted stock units (“Performance-Based RSUs”) were historically (from 2010 through 2014) earned based on performance in the year of grant. The current design was selected to transition to a longer performance measurement period given the uncertainty of the current business context and based on the outlook at the time. Performance is measured separately for each of the three years in the performance period with progressively higher goals set each year. This was intended to motivate and focus executives over the entire three-year period.   27 Shown below are the number of shares of Unisys common stock (or stock units) beneficially owned as of February 27, 2017 by all directors, each of the executive officers named on page 39, and all directors and current officers of Unisys as a group.  Beneficial Owner   Number of Shares of Common Stock  (1)(2)     Additional Shares of Common Stock  Deemed Beneficially Owned (1)(3)     Percent of Class    Peter A. Altabef     106,822       93,334       *    Jared L. Cohon     40,016       0       *    Alison Davis     55,032       0       *    Nathaniel A. Davis     14,293       0       *    Denise K. Fletcher     72,338       0       *    Philippe Germond     24,404       0       *    Janet B. Haugen     44,746       77,137       *    Eric Hutto     11,756       4,046       *    Leslie F. Kenne     70,943       0       *    Paul E. Martin     0       0       *    Jeffrey E. Renzi     31,622       56,501       *    Lee D. Roberts     43,380       0       *    Inder M. Singh     0       0       *    Andrew J. Stafford     0       0       *    Paul E. Weaver     63,855       0       *    All directors and current officers as a group     613,523       293,002       1.4   * Less than 1% (1) Includes shares reported by directors and officers as held directly or in the names of spouses, children or trusts as to which beneficial ownership may have been disclaimed. Amounts shown for Ms. Haugen are as of October 31, 2016, her last day of employment with the Company. (2) Includes: (a) Shares held under the Unisys Savings Plan, a qualified plan under Sections 401(a) and 401(k) of the Internal Revenue Code, as follows: Ms. Haugen, 1,459.8; current officers as a group, 3,348.5. With respect to such shares, plan participants have authority to direct voting. (b) Stock units, as described on page 16, for directors as follows: Ms. Fletcher, 1,314.8. They may not be voted. (c) Stock units deferred under the 2005 Deferred Compensation Plan for Directors as follows: Dr. Cohon, 40,016; Ms. Davis, 44,393; Ms. Fletcher, 51,191; and Ms. Kenne, 55,069. Deferred stock units are distributed in shares of common stock upon the earlier of termination of service or on any date at least two years after the stock units are awarded, as previously elected by the director. They may not be voted. (3) Shares shown are shares subject to options exercisable within 60 days following February 27, 2017. 28 EXECUTIVE COMPENSATION Compensation Discussion and Analysis Section Page  Executive Summary 29  How We Set Pay 39  Principal Components of Executive Compensation 48  Deductibility of Executive Compensation 57 Executive Summary Our Business Unisys is a global information technology company in the midst of a strategic transition. In 2016, the Company made substantial progress towards our objectives of improving profitability and free cash flow, strengthening our2018go-to-market approach, and delivering on our revenue guidance. To improve visibility,, we provided financial guidance for the first time in over a decadewill continue to track our progress on key financial metrics and delivered on these commitments. In addition, we are exiting 2016 with an estimated $205 million in annualized cost savings through our cost reduction plan (compared to an initial plan of $200 million). The Company’s business context and performance are summarized below. 29 Unisys is committed to enhancing peoples’ lives through digital security. We work with many of the world’s largest companies and government organizations to solve their most pressing IT and business challenges through high-value services, software and solutions. Over 90 of the Fortune 500 Global companies utilize Unisys systems to improve productivity and customer satisfaction. We offer: Broad, global reach  Deep  industry expertise in selected markets  Leading-edge solutions  Government: •   More than 300 government agencies worldwide use Unisys solutions •   Unisys systems screen 98% of all inbound vehicular traffic at northern and southern U.S. border crossings •   37 U.K. police forces use Unisys cloud-based HOLMES solution to manage criminal investigations •   Cloud and infrastructure services •   Application services •   Security and analytics solutions •   End user services •   Business Process Outsourcing •   Software Applications: Ø    Digital Investigator™ Ø    LineSight™ Ø    AirCore™ Ø    LMS™ Ø    InfoImage™ Ø    VantagePoint™ •  High-end server technology 144 years of products and services 80+ countries >1,500 clients  Financial Services: •   More than $1 trillion is cleared every day by a clearinghouse powered by Unisys •   More than 125 banks worldwide use Unisys retail banking delivery platform •   Unisys solutions protect more than 5 million internet banking customers in Singapore, Hong Kong and Malaysia from banking fraud  Commercial: •   18 of the top 25 global airlines rely on Unisys solutions •   20% of global passenger boardings are processed through Unisys solutions •   Unisys supports 1.4 million life science incidents and service requests per year through its global service desk offerings We operate in two business segments – Services and Technology. In our Services segment, we provide services to help clients improve their competitiveness, security, and cost efficiency. In 2016, approximately 85% of our revenue was attributable to the Services segment. In our Technology segment, we design and develop software, servers, and related products to help clients reduce costs, improve flexibility, and improve the efficiency of their data center environments. Compared to our Services segment, the Technology segment can see more variability in its results from quarter to quarter, but is also more profitable. 30 The Company is undergoing a transformation to improve its capability to respond to changing client expectations: Industry Changes Client-Focused Company Strategic Objectives ✓Consultative selling approach: Rather than relying only on the RFP process, clients are seeking a partnership with their provider which involves working with them over time to understand their needs and develop more tailored solutions ✓Domain Expertise: Clients expect solutions targeted to their specific industry; companies are focusing on domain expertise within targeted verticals to provide value-added services based on experience within certain targeted verticals, which over time has improved profitability for those companies compared to providing broader but less differentiated offerings ✓Investing in developing the consultative selling skillset needed to address changing client demands with the objective of improving revenue over time ✓Implementing a verticalgo-to-market strategy focused on key industries where the company has deep expertise and organizing the business internally to support that approach ¡     Intended to improve revenue and profitability over time by moving from low margin/commoditized offerings innon-core areas to premium services Our Performance After joining the Company on January 1, 2015, our President and Chief Executive Officer, Peter A. Altabef, introduced a plan to refocus our strategy by deepening our software and integrated solutions, realigning our organization, and addressing our cost base. This work began in 2015 and continued in 2016. We established goals of increasing profitability and cash flow while stabilizing revenue and building a foundation for revenue improvement. Highlights of our 2016 performance include: Delivered on guidance for revenue andnon-GAAP operating profit margin Exceeded our guidance for adjusted free cash flow and were free cash flow positive for the year Achieved total shareholder return of 35% for 2016, exceeding the median for our industry and the Russell 3000 Successfully executed against the verticalgo-to-market strategy developed in 2015 includingbuild-out of the leadership team in targeted sectors and industries Launched several new offerings aligned with our security focus and verticalgo-to-market strategy Increased revenue for targeted industries 2.6% on a constant currency basis; 42% of revenue is from focused industries Increased Total Contract Value (TCV) by 13% compared to 2015; TCV (estimated total contractual revenue related to signed contracts including option years and without regard for cancellation) is a key leading indicator of future revenue; new business TCV (new customers or scope expansions) increased 17% compared to 2015 Executed on our cost-reduction plan with $205 million of annualized savings compared to our goal of $200 million exiting 2016 31 Continued our transition to a more asset-lite business model, thereby reducing capital expenditure needs Managed our capital structure, including through raisinglonger performance measurement period by using a convertible debt offeringmulti-year (including1-year,2-year cumulative and repaying early $115 million of our Senior Notes due in 2017 In order to improve the transparency of our financial reporting3-year cumulative goals) performance period for both performance cash and enhance visibility on our performance, in January 2016 we provided annual financial guidance to track our progress on our strategic objectives. Our revenue guidance reflected negative impacts from currency (over half of our revenue is from sales outside the United States) as well as lower anticipated revenue in both the Technology and Services segments. This was expected as part of our planned strategic transition, including migration from broader, more commoditized offerings to premium solutions customized for targeted industry verticals. As summarized below, we achieved full year guidance on revenue andnon-GAAP operating profit margin and exceeded guidance on adjusted free cash flow. We achieved $205 million of annualizedrun-rate savings exiting 2016, compared to our goal of $200 million.Non-GAAP operating profit and adjusted free cash flow exclude the impact of defined benefit pension expense and cost reduction charges.Performance-Based RSUs.   Performance assessments should include consideration of relative performance In 2018, the metric for Performance-Based RSUs will be changed fromNon-GAAP Operating Profit toTotal Shareholder Return (TSR) assessment relative to a broad stock index. Caps and a minimum absolute TSR threshold will prevent excessive payments. We will continue this dialogue with our stockholders and consider their perspectives regarding compensation and governance matters. The Company’s results and the overall business environment, including the Company’s cost reduction program, were considered when determining compensation paid for 2016, as discussed below. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form10-K for a more detailed description of the Company’s financial results. Overview of Our Compensation Programs This section describes 20162017 compensation and benefit programs for the executive officers listed in the Summary Compensation Table on page 5952 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:   Strong emphasis on performance-based pay with the majority of target compensation (85%(86% in the case of Mr. Altabef and 69%76% on average for the other Current Named Officers)at-risk.at-risk 32 No base salary increases for most Named Officers   No changes in short-termIncorporation of feedback from our stockholders with respect to performance measure selection and overall design of our incentive opportunity for most Named Officers Realized and realizable pay that aligns with our performanceprograms   Rigorous and progressively challenging performance goals that are aligned with our business strategy   Increase in the proportionemphasis on performance-based incentives over time to align management long-term interests with the long-term interest of performance-based long-term incentivesour stockholders   Programs designed to engage and motivate aso that our new leadership teamis both focused on and held accountable for execution relative to the turnaround strategy Additional detail on each compensation element is provided starting on page 48.41.   30 Changes from 20152016   20162017 Design Base Salary   •   Salary changes limitedLargest increases allocated to Named Officers with recentsignificant increases in responsibility     •   Reflects level of responsibility and complexity of the position compared to the market and other executives within the Company, individual performance, and other factors         Short-Term Incentives   •   No change from 2015 designIncreased target opportunities to reinforce the urgency of near-term performance objectives •     No change in incentive opportunity except for changes in responsibility     •   Annual cash incentives under the Executive Variable Compensation (EVC) Plan   •   Targeted award amounts set as a percentage of salary for each Named Officer   •   No award paid ifpre-setnon-GAAPpre-setnon-GAAPpre-tax pretax profit level gate is not met   •   Metrics:   •   40%gnon-GAAPnon-GAAPpre-tax pretax profit   •   35%g revenue   •   25%g adjusted free cash flow   •   No funding on a metric if performance below threshold; payout capped at 200% of target   •   Goals aligned with Company’s operating plan and financial guidance   33           Long-Term Incentives (“LTI”)   •  Increasedperformance-based weighting from 45%Largest increases allocated to 67% of LTI target value •   Delivering a portion of performance-based LTI through performance cashNamed Officers with significant increases in order to provide a strong focus on operating profit attainment and limit potential share dilution •   Eliminated stock optionsresponsibility     •   Consists of performance-based LTI (67% of target LTI value) and time-based restricted stock units (RSUs)(“Time-Based RSUs”) (33% of target LTI value)   •   Performance-based LTI earned per achievement ofpre-establishednon-GAAP operating profit goals   •   1/3 of target shares or cash award linked to each of specific 2016, 2017, 2018, and 20182019 performance objectives   •   Rewards consistent profitability over time while addressing the uncertainty given the current business context   •   No payout for performance below threshold; maximum payout capped at 200% of target   •   Vesting or settlement — per achievement of specific performance objectives for each year — of each tranche on 1st, 2nd, and 3rd anniversary of grant   •   Goals set at the time of grant and represent progressively stronger performance standards for each year for a particular grant   •   Goals aligned with Company’s operating plan and financial guidance at the time of the grant Base salaries and target short-term cash incentive awards for 2016 were generally at or competitive with (i.e. within 15%) the market median. In consideration of the Compensation Committee’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 LTI awards to the Named Officers, as shown in the Summary Compensation Table on page 59, in the aggregate, was below the median compared to the market reference data. Therefore, total target compensation for 2016 is at or below median for the Named Officers. Pay-Performance Alignment The chart below shows 2016 target and realized compensation for Mr. Altabef. Target total direct compensation represents Mr. Altabef’s 2016 target pay opportunity. Realized compensation shows Mr. Altabef’s salary, actual EVC payout, and the value of Mr. Altabef’s Time-Based RSUs and Performance-Based RSUs which vested in 2016. Based on the Unisys common stock price at vesting, realized long-term incentives were approximately $372,200, significantly less than the fair value of Mr. Altabef’s long-term incentives at the time of grant, which was approximately $4.3 million. The chart shows that while Mr. Altabef’s target total direct compensation is approximately $6.5 million, his realized pay is approximately $2.9 million. Below we show alignment of realizable pay and total shareholder return (TSR) for Unisys compared to the 2016 Peer Group (defined under “Market References” below). Realizable pay incorporates realized pay plus the value of unvested equity and unearned long-term performance cash attributable to awards made in the past 3 years (2014 through 2016 for Unisys, and generally 2013 through 2015 for the 2016 Peer Group given the timing of compensation disclosures) assuming target performance and stock price as of December 31. Differences in realized, realizable and Summary Compensation Table reported pay reflect 34 timing of incentive payouts (long-term incentives vest over multiple years), changes in stock price since the time of grant, and the degree to which actual payouts of EVC and Performance-Based RSUs that actually vested align with the target amounts. 35 For the Company, realizable pay is evaluated for 2014 through 2016 and the Chief Executive Officer comparison uses Mr. Altabef’s pay for 2015 and 2016 and the pay of our former Chief Executive Officer, J. Edward Coleman, for 2014. For the 2016 Peer Group, realizable pay is based on the last three years disclosed in the most recent proxy. TSR, which encompasses stock price appreciation and assumes dividends (where applicable) are reinvested, is calculated for January 1, 2014 through December 31, 2016. CEO Pay for Performance Although total shareholder return trails our peers, this analysis shows realizable pay aligns with our total shareholder return performance over the last three years. We believe this is a comprehensive depiction ofpay-performance alignment for the following reasons: It takes into account stock price movement after the grant date (as opposed to grant date fair value reported in the Summary Compensation Table) For performance-based equity such as our Performance-Based RSUs, the number of shares or units actually vesting is used for time periods where the performance period has been completed. For multi-year cash vehicles such as our Long-Term Performance Cash, it includes target value where the performance period has not yet been completed. Only Long-Term cash earned in 2016 is shown in the Summary Compensation Table. It excludes Other Compensation reported in the Summary Compensation Table which includes items that are not part of total direct compensation. For the Company, Other Compensation is typically a small portion (i.e.1-3%) of Summary Compensation Table pay for executives with the Company for the entire year. However, items related to executive turnover such as severance payments and vacation payouts to former 36 executives and relocation payments are reported as Other Compensation; these items can be significant and can skew pay levels.   The analysis is based on the 2016 Peer Group, which the Company considers most relevant. 31 Shareholder Feedback The Compensation Committee, with input from its independent compensation consultant, regularly evaluates its compensation programs and considers the results of its most recent stockholder advisory vote on executive compensation(‘say-on-pay”) as well as feedback received directly from shareholders through our ongoing engagement. The Company proactively contacted many of our major shareholders in the spring of 2016 prior to the annual meeting to discuss oursay-on-pay vote and the proposal to approve the 2016 Plan. During these calls, senior executives of the Company provided information regarding our executive compensation programs, responded to questions, and discussed investor feedback. Over 70% of our top 30 shareholders were contacted, representing over half of the shares outstanding. This process resulted in valuable insight regarding shareholder views. Feedback received directly from shareholders, as well as from proxy advisory firms, is summarized below. At the April 2016 annual meeting, we receivedsay-on-pay support of approximately 82%. While this indicates support for our programs, oursay-on-pay approval has historically been higher (averaging approximately 94% from 2013 to 2015) and we are carefully considering the valuable feedback received during this process. The Company has undertaken a comprehensive approach to maintaining and improvingsay-on-pay support which includes: Re-vamping our proxy to improve transparency and presentation Increasing our dialogue and engagement with shareholders regarding executive compensation Continuing to incorporate shareholder feedback in developing the design andgoal-setting process for 2017 What We Heard What We Have Done or Are Doing 2015 performance goals were set below the prior year’s goals and payout opportunity was not lowered Explained to stockholders our goal-setting process and the rigor of the 2015 metrics in the context of the Company’s transformation. In 2016, we added disclosure regarding our goal-setting process.Non-GAAPpre-tax profit and adjusted free cash flow goals in EVC and thenon-GAAP operating profit used to determine LTI payouts increased incrementally from 2015. The 2016 revenue target for EVC reflected our internal business plans and financial guidance based on the strategic change described above from broader, less differentiated offerings to value-added solutions customized to targeted industry verticals, which is expected to lead to greater profitability and growth going forward. 37 What We Heard What We Have Done or Are Doing A greater proportion of LTI should be performance-based Proportion of performance-based LTI in 2016 increased to approximately 67% of the target LTI value (compared to 45% in 2015). Performance should be measured over3-year cycles rather than 31-year cycles Performance-Based RSUs were historically (from 2010 through 2014) earned based on performance in the year of grant. The current design was selected to transition to a longer performance measurement period given the uncertainty of the current business context and based on the outlook at the time. In 2016, performance is measured separately for each of the three years in the performance period with progressively higher goals set each year. This was intended to motivate and focus executives over the entire three-year period. We will continue tore-evaluate this design as we progress in our turnaround. Concern regarding legacy change in control agreements As described beginning on page 70, the Company revised its change in control agreements beginning in 2010 to reduce benefit levels, eliminate taxgross-ups, and eliminate a provision allowing the executive to resign in the 13th month following a change in control. None of the Current Named Officers have an excise taxgross-up or a provision under which they can receive benefits in the event of a voluntary resignation in the 13th month following a change in control. Our ongoing discussions with investors also include exchange of information regarding our executive compensation programs. Going forward, we plan to continue to dialogue with our shareholders and consider their perspectives regarding compensation and governance matters. 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     ✓   Provide the majority of compensation inperformance-based pay     ✓   Measure performance in annual incrementsover a three-year period for performance-based LTI in support of our current turnaround strategy     ✓   Grant LTI awards whichvest ratably over 3 years to promote retention     ✓   Set afunding gate, which requires apre-defined level of profitability prior to any EVC payout     ✓   CapNo payouts below threshold andcap payouts at 2x target on the long-term and short-term incentive plans     ✓   Maintainstock ownership guidelines for both officers and directors;Directors;     ✓   Have updated change in control employment agreements withdouble-trigger severance provisions for Current Named Officers   38   ✓   Conduct annualrisk assessment of our compensation programs and policies     ✓   Adhere to aninsider trading policy     ✓   Maintain aclawback policy, which applies to all executive officers of the Company and covers cash and equity awards     ✓   Receiveadvice from a compensation consulting firm that satisfies stringent independence criteria thatand is engaged by the Compensation Committee     ✓   Limit discretionary bonuses; incentives are linked to performance relative topre-established objectives What We Don’t Do     ×   Noexcise taxgross-ups on a change in control for Current Named Officers     ×   Noexcessive severance in a change in control or termination     ×   Noexcessive perquisites     ×   No hedging transactions orpledging Unisys securities     ×   Noautomatic vesting of equity upon a change in control     ×   Noliberal share counting     ×   Nostock option repricing, reloads, or cash buyouts     ×   Nodiscounted stock options or SARs     ×   Noliberal change in control definition 32 How We Set Pay This section describes how we set pay for our 2016 Named Officersexecutive officers listed below:below, sometimes referred to as the “Named Officers”:   NameNamed Officer   TitleRole   In Role Since   Peter A. Altabef   President and Chief Executive Officer   2015  Inder M. Singh   Senior Vice President and Chief Financial Officer   2016  Jeffrey E. Renzi Senior Vice President and President, Sales 2014 Eric Hutto   Senior Vice President and President, Enterprise Solutions   2015  Andrew J. StaffordTarekEl-Sadany(1)   Senior Vice President, ServicesTechnology, and CTO   20162015  Janet B. Haugen(2) Jeffrey E. Renzi   Former Senior Vice President and Chief Financial OfficerPresident, Global Sales   20002014 (1) Mr. Stafford is based in the United Kingdom. All other Named Officers are based in the United States. (2) Ms. Haugen retired from the Company effective November 1, 2016. Mr. Altabef, Mr. Singh, Mr. Renzi, Mr. Hutto, and Mr. Stafford are sometimes referred to as the “Current Named Officers.” Our Compensation Strategy Our executive compensation program is designed to:     ✓   Attract, motivate, and retain the leadership talent necessary to drive our business   39   ✓   Hold key leaders accountable for achieving financial and strategic Company goals     ✓   Align interests of leaders with those of our stockholders A significant portion of target compensation for Named Officers isat-risk and performance-based. In order to maximize our ability to compete effectively, in an environment of downward pressure on IT spending, we maintain a strongpay-for-performance bias as described in the 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. Total target compensation for Mr. Altabef and the average total target compensation for the other Current Named Officers on average, with further detail for Mr. Altabef, isare shown below. Components of Compensation     * At-Risk Compensation is subject to performance and/or stock price fluctuation   40 33  Chief Executive Officer  Compensation Component   Target Amount     Percentage of Target     Actual Amount     Performance Measured  Fixed Compensation         Base Salary   $ 972,000       15 %    $ 972,000      At-Risk Compensation*         Short-term Incentive**   $ 1,215,000       19 %    $ 1,551,555     Non-GAAPPre-Tax Profit**, Revenue, Adjusted Free Cash Flow Time-Based RSUs***   $ 1,433,852       22 %    $ 820,381     Performance-Based RSUs***   $ 1,433,852       22 %    $ 1,025,662     Long-Term Performance Cash***   $ 1,434,000       22 %    $ 458,402     Non-GAAP Operating Profit                            TotalAt-Risk Compensation   $ 5,516,704       85 %    $ 3,856,000      Total Target Compensation   $     6,488,704       100 %    $     4,828,000     Further detail on Mr. Altabef’s compensation is shown below:    Chief Executive Officer  Compensation Component   Target Amount     Percentage of Target     Actual Amount     Performance Measured  Fixed Compensation         Base Salary   $ 991,000       14 %    $ 991,000      At-Risk Compensation(1)         Short-term Incentive(2)   $ 1,387,400       20 %    $ 1,916,971     Non-GAAPPre-Tax Profit(2), Revenue, Adjusted Free Cash Flow Time-Based RSUs(3)   $ 1,533,361       22 %    $ 915,514     Performance-Based RSUs(3)   $ 1,533,361       22 %    $ 1,087,842     Non-GAAP Operating Profit(4) Long-Term Performance Cash(3)   $ 1,533,300       22 %    $ 1,083,934     Non-GAAP Operating Profit(4)                            TotalAt-Risk Compensation   $ 5,987,422       86 %    $ 5,004,261      Total Target Compensation   $     6,978,422       100 %    $     5,995,261       *(1) Subject to performance and/or stock price fluctuation   **(2) Threshold must be met to fund any other metrics under the EVC Plan   ***(3) Actual amounts are amounts which vested in 20172018 (4) Threshold performance must be met for payout While actual compensation reflects companythe performance of the Company, the Compensation 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 as described beginning on page 44.38. The Committee incorporates flexibility into its compensation programs and into the assessment process to respond to changing business needs, to emphasize specific compensation objectives and to take into consideration individual performance, as well as the relative complexity and strategic importance of specific roles. Given the Company’s ongoing transformation, our 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 realizable pay with long-term performance. The Company maintainsWe maintain a strong bias towardspay-for-performance principles and alignment of interests of executives and stockholders.   41 34 The 20162017 compensation program included the following performance-based elements:   Performance-Based Elements   EVC  Plan   Performance- Based LTI   Time-Based RSU Tied to achievement of targets related tonon-GAAPpre-tax profit, revenue, and adjusted free cash flow   ✓         Requires apre-defined level ofnon-GAAPpre-tax profit for a payout to be made on any metric   ✓         No payouts for performance below threshold   ✓   ✓     Number of shares or cash value is capped at 200% of target   ✓   ✓     Performance goals align to financial guidance provided to investors with profitability goals increasing incrementally over prior years   ✓   ✓     Earned over a three-year period based on operating profit in each of the three years       ✓     Payout subject to stock price fluctuations until vesting       ✓ (RSUs)   ✓ As shown on page 36, Chief Executive Officer realizable pay is aligned with our performance relative to our peers. Our incentive programs are designed to deliver results in line with our performance. How We Measure Performance and Set Goals The table below describes measures used in our incentive plans and the rationale for their inclusion.   Plan   Executive Variable Compensation (EVC)   Performance-Based LTI Metrics   Non-GAAPPre-Tax Profit (40%) (funding and funding gate) Revenue (35%) Adjusted Free Cash Flow (25%)   Non-GAAP Operating Profit (100%) Why They Are Important   •  Reflect both profitability and revenue   •  Important to our shareholdersstockholders   •  Commonly used among the peer companies   •  ProvidesMeasures provide strongline-of-sight for both line and staff executives to which they can influence and be held accountable •  Key measures used to manage the business and tracked regularly   •  Addresses liquidity and working capital needs through adjusted free cash flow   •  Encompasses revenue and operating margin across the Company in a single measure   •  Relevant to shareholdersstockholders as it is an important measure commonly used among peer companies   •  Consistent with current focus on improving margins while maintaining expected scale   •     Both  Measures provide strong  line-of-sight for both line and staff executives to which they can influence and line leaders have clearline-of-sight to this measurebe held accountable   •  Key measure used to manage the business and tracked regularly   42 35 The Committee regularly assesses ourthe Company’s incentive plan measures in light of the current business plan, relevance to shareholders,stockholders, and alignment with peer company practices. Measures used in the EVC 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 preferable to the alternatives, including Earnings per Share and Total Shareholder Return. Operating profitit 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 as well asand 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.Pre-taxNon-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.Pre-taxNon-GAAPpre-tax profit and adjusted free cash flow exclude interest expense/expense and interest payments on new debt in the given year and redemption costs. A private, unregistered offeringThe interest expense and interest payments associated with the issuance by the Company of $213.5$440 million of convertible senior secured notes was completed in 2016. The Company also had costs associated with early extinguishment of debt coming due in 2017. These items were excluded from the calculation of achievement of the Company’s performance metrics in 2017 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, a number ofthe business planning process and factors considered are considered including the general economic and industry climate, anticipated customer spending, projected revenue from current contracts and renewals, and deals in the pipeline. depicted below: Based on thesethis process and factors considered, a range of performance scenarios is developed. Goals are then set at the threshold, target, and maximum performance levels with the target goals aligning with the Company’sour operating plan and the financial guidance provided externally described on page 32.we provide externally. The Committee considers probability of achievement of different levels of performance. Based on rules of thumbmarket practice described by the Committee’s consultant that we 36 believe to be consistent with practices at other companies with size and complexity similar to our own, the targettargeted probability of meeting or exceeding each level is shown below:   Performance Level   Approximate Probability of Achievement     Payout at Level Maximum     10 %    200% of Target Target     60 %    100% of Target Threshold     90 %    50% of Target Due to the volatility and transition of our business, the Company setswe set a relatively wide range of performance between threshold and target and target and maximum, specifically regarding profitability and free cash flow measures. This is because a significant portion of profit and cash 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 timing 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 20162017 as well as our performance against the targets is discussed beginning on page 49.42. 43 Role of Compensation Consultants and Management The Compensation Committee retains and regularly consults with an independent compensation consultant, which in 20162017 was Pearl Meyer & Partners (“Pearl Meyer”). To ensure the Committee receives independent and unbiased advice and analysis, the consultant is prohibited from providing services of any nature to the Company’s officers and directors personally, and is prohibited from providing advice to the Company related to executive and director compensation, employee compensation, and employee benefits, other than the advice provided in service to the Committee. Under its charter, the Compensation Committee has sole authority to retain and terminate outside compensation consultants, including authority to approve the consultant’s fees and other retention terms. The Committee annually reviews the independence of the consultant’s work under rules adopted by the SEC and NYSE and found no conflicts. The independent compensation consultant performed duties requested by the Committee including:   Providing recommendations on the composition of the peer group described under Market References below   Analyzing executive and director compensation in comparison to the market references described below   Updating the Compensation Committee on executive compensation and governance market trends   Advising the Committee on the 20162017 short-term and long-term incentive designs Providing input on the provisions of the 2016 Plan The consultant spoke with the chair of the Compensation Committee, as well as with management, in preparing for committee meetings, regularly attended committee meetings and met from time to time in executive session with the Compensation Committee without the presence of management. 37 The Compensation Committee also receives reports and recommendations from management. In particular, throughout 20162017 the committee solicited input from Mr. Altabef regarding the compensation of those executives who reported directly to him. In addition, Mr. Altabef provided recommendations, based on the Company’s operating and strategic plans, to the Compensation Committee related to the performance measures used in the Company’s short-term and long-term incentive plans, as well as the recommended threshold, target and maximum performance levels. The Compensation Committee met from time to time in executive session without the presence of Mr. Altabef or any other members of management to consider the Chief Executive Officer’s compensation package and discuss other matters. The Committee uses data, analysis and advice provided by the independent compensation consultant in reviewing Mr. Altabef’s compensation, which is then recommended to and approved by the independent members of the Board of Directors. Market References The executive compensation program takes into account the compensation practices of companies with which the Company competes or could compete for executive talent. In its review of 20162017 executive compensation, the Compensation Committee compared the 44 Company’s overall compensation structure (mix of pay) and levels for the Chief Executive Officer, Chief Financial Officer and business unit leaders (total annual compensation, as well as each component of their total compensation) with the peer group companies. The list of peer group companies was developed with input from the Committee’s consultant using a rules-based selection process as follows:     1. Identify the universe of potential publicly-traded peer companies in the broader information technology sector including companies identified as self-reported peers of current peers, companies that name Unisysthe Company as a peer, companies considered key product/service offering competitors, and companies identified by major proxy advisory firms as peers     2. Target companies within specific ranges, described in graphic belowthat are generally similar to us with regard to revenue, employee population and enterprise value     3. Select companies that are generally similar to us in terms of services, technology offerings and end markets served having generally similar business models:models of IT infrastructure, cloud infrastructure, application services, business process outsourcing, and/orhigh-end server technology IT infrastructure, cloud infrastructure, application services, business process outsourcing, and/orhigh-end server technology Preference for companies serving multiple geographies and multiple end markets (commercial and government) These filters are not applied in a formulaic manner and may be relaxed for strong business competitors. The demographics of the peer companies as a group are compared to the Company (e.g. by reviewing the number of peers focused mainly on U.S. Federal Government business compared to the Company’s business mix, and the percentage of sales originating outside of the U.S.). The criteria considered are shown in the graphic below. 45 Based on the above methodology, in the autumnsummer of 20152016 the Committee approved the peer group below:   Fall 2015Summer 2016 Peer Group Booz Allen Hamilton Corporation CACI International Inc. CGI Group Inc. Computer Sciences Corporation Cognizant TechnologyConvergys Corporation   Convergys CorporationCSRA Inc. EPAM Solutions Fiserv Inc. Leidos Holdings   Lexmark International Inc. ManTech International Corporation NCR Corporation Rackspace Hosting ServiceNow The Compensation Committee regularly reviews the composition of the peer group and its selection criteria to ensure that they remain appropriate in light of the evolving 38 competitive landscape.landscape including consideration of merger and acquisitions activity. In July 2016,October 2017, the committee’sCommittee’s consultant recommended, and the Committee approved, revisions to the 20152016 Peer Group, which are shown in the table below. The peer group selected in the Fallsummer of 2015,2016, which was used for setting compensation for 2016,2017, is referred to as the 20152016 Peer Group and the revised peer group selected in July 2016October 2017 is referred to as the 20162017 Peer Group.   Added to Peer Group Removed from Peer Group DST Systems, Inc. ICF International, Inc. MAXIMUS, Inc. Science Applications International Corporation Teradata Corporation    Removed from Peer Group CSRA (spinoff from Computer Sciences Corporation combined with SRA Intl.) Cognizant Technology (in recognition of increasing size discrepancy)(acquired by HPE’s Enterprise Services division) Lexmark (acquired by Apex Technology) Rackspace (went private in 2016) The Compensation Committee believes that the 20162017 Peer Group comprises companies with a size, complexity and business mix comparable to that of the Company. A graphic illustrating how Unisysthe Company compares with the 20162017 Peer Group in terms of revenue and number of employees is shown below.   Graph data from materials reviewed by the Committee in July 2016October 2017 When determining 20162017 compensation for other executive officers, the Committee considered information compiled by its independent compensation consultant from the 20152016 Towers Watson CDB High Tech Survey the 2015 Equilar Compensation Report for technology companies and the 2015 Comptryx Compensation2016 Radford Global Technology Survey. These surveys show compensation levels across a broad spectrum of technology companies and are used to inform the Compensation Committee regarding market executive compensation levels, particularly for positions other than Chief Executive Officer, Chief Financial Officer and business unit leaders. Comparisons to “market” in the “Executive Compensation” section of this proxy statement generally are based on the market consisting of the 20152016 Peer Group when referring to the Chief Executive Officer, Chief Financial Officer, business unit leaders and 46 compensation practices and are based on the companies included in the Towers Watson Equilar and ComptryxRadford surveys discussed above when referring to other executive officers. 39 Risk Assessment and Mitigation of Compensation Policies and Practices An annual internalOur Compensation Committee has reviewed our incentive compensation programs, discussed the concept of risk as it relates to our compensation program, considered various mitigating factors and reviewed these items with its independent consultant, Pearl Meyer. In addition, our Compensation Committee asked Pearl Meyer to conduct an independent risk assessment of our executive compensation program. Based on these reviews and discussions, the Compensation Committee does not believe our compensation program creates risks that are reasonably likely to the Company of its employee compensation policies and practices, including those relating to its employees who are not executive officers. The Company inventoried its compensation plans, with particular emphasishave a material adverse effect on incentive compensation plans, and assessed the risks, including financial and operational risks, of those plans.our business. The CompanyWe evaluated the plansprogram to assess if features in the planprogram design mitigated risk including:   compensation mix that balancesat-risk pay opportunity with fixed pay sufficient to promote basic financial security and discourage excessive risk-taking;   performance metrics which align with the Company’sour business strategy and long-term stockholder value creation;   performance ranges, including appropriate caps and thresholds, to motivate desired behavior and ensure payouts are fiscally prudent;   performance and vesting periods to encourage a long-term view and promote retention; and   the existence of other risk mitigating factors such as stock ownership guidelines. The Committee’s independent consultant also reviews the assessment and provides input. As a result of the assessment 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. Stock Ownership Guidelines Since 1998, the Company has had stock ownership guidelines in place for elected officers in order to more closely link their interests with those of stockholders. Under revised guidelines put into effect in February 2011, electedElected officers are expected to own Unisys stock or stock units (including the “in the money” portion of vested stock options, unvested Time-Based RSUs and earned Performance-Based RSUs that have not yet vested) having a value equal to or greater than a multiple of their annual base salary, as follows: Chief Executive Officer – 3 times; Chief Financial Officer and senior vice presidents with responsibility for a business unit – 1.5 times; other senior vice presidents – 1 times; vice presidents – 0.5 times. Role Stock Ownership Guide   CEO 3x  CFO & Sr. Vice Presidents  of a business unit  1.5x  Other Sr. Vice Presidents 1x  Elected Officer Vice Presidents .5x Unvested stock options, vested “under water” stock options and Performance-Based RSUs that have not yet met the performance criteria do not count toward fulfillment of the ownership guidelines. Officers are expected to meet the ownership guidelines within five years of election. The Compensation Committee reviews the adequacy of and compliance with the guidelines on an annual basis. The number of shares owned by each of the Named Officers is set forth in the stock ownership table on page 28.26. 40 Clawback Policy The Company maintains a clawback policy, which applies to all the Named Officers and other executive officers of the Company. Under the clawback policy, the Company will seek 47 to recover incentive-based compensation (including cash and equity) if the Company’s financial statements are required to be restated as a result of the Company’s materialnon-compliance with the financial reporting requirements under U.S. securities laws and if the executive officer engaged in fraud or intentional misconduct that caused or otherwise contributed to the need for the restatement. Insider Trading, Anti-Hedging, and Anti-Pledging Policy The Company maintains an Insider Trading Policy, which applies to all the employees, officers and directors of the Company and its subsidiaries. The policy prohibits trading in securities of the Company while aware of materialnon-public information. Individuals identified as “key persons”, including Named Officers, are subject to further restrictions, which among other things, limits them to trading during quarterly trading windows withpre-clearance and prohibits derivatives trading, short sales, margin transactions and pledges relating to Unisys securities.securities at any time. Principal Components of Executive Compensation As set forth above, the principal elements of the Company’sour executive compensation program consist of base salary, short-term variable cash incentives and long-term incentive compensation, shown as follows:   48 41 Base Salary Elected officers’ base salaries are determined by evaluating factors such as the responsibilities and complexity of the position, the experience and performance of the individual, market data for similar roles, overall companyCompany performance, and internal equity within the Company. In its annual review at the FebruaryDecember 2016 meeting, the Committee considered the relationship of executive compensation at the Company to the market compensation data and determined that salaries that had been in effect for 20152016 for the Named Officers remainedwere generally consistentat or competitive with the median for the market with the exception of Mr. Hutto. When Mr. Hutto was promoted to be an officer of the Company in September 2015 with a substantial increase in responsibility, his pay level reflected his newness to the role. Subsequently in 2016, his base salary was increased to better align with(i.e., within 15%) the market median. The Committee alsoModest merit increases reflecting the considerations outlined above were approved an increasefor most of our Named Officers. Further increases were given to Mr. Singh and Mr. Hutto in Mr. Singh’s base salary in connection with his promotionJuly 2017 to Chief Financial Officer.reflect increased levels of responsibility and complexity of their positions during our transformation. Base salaries for each named officer are shown below:   Named Officer   Role   2016 Base Salary     2015 Base Salary   Peter A. Altabef   President and Chief Executive Officer   $ 972,000     $ 972,000   Inder B. Singh(1)   Senior Vice President and Chief Financial Officer   $ 525,000       N/A   Jeffrey Renzi   Senior Vice President and President, Sales   $ 475,000     $ 475,000   Eric Hutto(2)   Senior Vice President and President, Enterprise Solutions   $ 500,000     $ 450,000   Andrew J. Stafford(3)   Senior Vice President, Services   $ 575,816       N/A   Janet B. Haugen   Former Senior Vice President and Chief Financial Officer   $ 558,428     $ 558,428   Named Officer   Role   2016 Base Salary     2017 Base Salary   Peter A. Altabef   President and Chief Executive Officer   $ 972,000     $ 991,000   Inder M. Singh(1)   Senior Vice President and Chief Financial Officer   $ 525,000     $ 595,000   Eric Hutto(2)   Senior Vice President and President, Enterprise Solutions   $ 500,000     $ 595,000   TarekEl-Sadany   Senior Vice President, Technology, and CTO   $ 465,000     $ 485,000   Jeffrey E. Renzi   Senior Vice President and President, Global Sales   $ 475,000     $ 475,000     (1) Salary was increased from $465,000$555,000 effective September 1, 2016. Mr. Singh joined Unisys in March 2016.July 3, 2017 due to the complexity of his role and criticality to the organization.   (2) Mr. Hutto became an officerSalary was increased from $555,000 effective September 1, 2015. (3) Mr. Stafford is paid in British pounds, which were converted to U.S. dollars at a conversion rate weighted monthly average of 1.336 from April 1, 2016 to December 31, 2016. Mr. Stafford joined Unisys in April 2016.July 3, 2017 with increased responsibility for the Services segment and better alignment with market. Short-term Incentive Compensation During 2016,2017, the Company’s elected officers were eligible to receive an annual cash incentive through the EVC Plan. Compensation under the EVC Plan is“at-risk” compensation intended to motivate and hold executives accountable for the attainment of short-term performance goals. The Compensation Committee has the discretion to determine the criteria applicable to incentive payments and the amounts of such payouts. For 2016,2017, the amount of incentive compensation awards paid to the Named Officers under the plan depended upon (a) the officer’s target annual bonus amount and (b) the degree to which CompanyCompany’s performance goals were met. The EVC Plan design for 20162017 remained unchanged from 20152016 and performance measures arewere as follows:   Measure   Weight   Non-GAAPPre-Tax Profit (funding gate)     40 %  Revenue     35 %  Adjusted Free Cash Flow     25 %    49 42 In order to promote profitable growth, the Company introduced a funding gate in 2015 based onnon-GAAPpre-tax profit, which requires meeting apre-defined level of performance onnon-GAAPpre-tax profit must be met before paying any portion of the award on any metric. The Committee set threshold, target, and maximum performance levels for each measure as shown below.   Performance Level   Payout Percent (as a % of Target)   Below Threshold     0 %  Threshold     50 %  Target     100 %  Maximum     200 %  Target annual bonus amounts for elected officers are approved by the Committee and are intended to be competitive in the market in which the Company competes for talent and reflect the level of responsibility of the role. They are therefore set at or around the median for comparable positions in the market. For 2016,2017, increases in target bonus amounts, which are stated as a percentage of base salary,incentives were as follows:given to certain Named Officers based on the following considerations:   Named Officer EVC Total Target Amount as a Percent of Base Salary Peter A. Altabef 125 %  Inder M. Singh 90 %  Jeffrey E. Renzi 95 %  Eric Hutto 90 %  Andrew J. Stafford 95 %  Janet B. Haugen 90 %  Named Officer   2016 EVC Total Target Amount as a % of Base Salary   2017 EVC Total Target Amount as a % of Base Salary   Considerations for Increase       Reinforce Urgency of Near-Term Performance Objectives   Recognize Increased Scope of Accountability   Improve Alignment with Market Pay Opportunities Peter A. Altabef   125%   140%   ✓     ✓ Inder M. Singh   90%   95%   ✓     ✓ Eric Hutto   90%   95%   ✓   ✓   ✓ TarekEl-Sadany   70%   95%   ✓   ✓   ✓ The EVC Plan performance goals were set to reward stronghold management performance, givenaccountable for the Company’sachievement of our strategic objectives at the time the goals were set, which are described more fully under “Our Performance”Transformation” beginning on page 31.28. The Committee considered estimated probability of achievement of different levels of performance as well as the uncertainty concerning the Company’sour performance in 2016. The Company’s2017 when setting these goals. Our goal setting process is described in more detail beginning on page 42.35. Performance goals fornon-GAAPpre-tax profit and adjusted free cash flow increased in 2016 from the 2015 levels. Goals for 2016 generally2017 align with the financial guidance provided.we provided externally. Based on the outlook at the time the goals were set and with input from the independent compensation consultant, the Committee concluded these performance goals struck an appropriate balance in providing both a reasonable probability of attainment and sufficient rigor and motivation offor superior performance. As discussed earlier, the Company’s operating plan and external guidance projected a decline in revenue due to its strategic transition from less differentiated solutions to a more targeted vertical industry focus.   50 43 In order to receive any payments, the threshold level ofpre-taxnon-GAAPpre-tax profit must be attained. The table below summarizes the threshold, target, and maximum performance levels and the actualour results for each performance measure for 2016.2017 based on the results announced in our earnings release on February 8, 2018, which we refer to as our “earnings release results”.   Metric    Threshold ($M)      Target ($M)      Maximum ($M)      Actual ($M)      % Funding     Weighted Payout      Threshold ($M)      Target ($M)      Maximum ($M)      Earnings Release Results ($M)      % Funding     Weighted Payout   Pre-tax Profit    $ 102      $ 204      $ 255      $ 208        108 %      43.1 %  Non-GAAPPre-tax Profit    $ 99      $ 198      $ 248      $ 205        114.1 %      45.6 %  Revenue    $       2,683      $       2,824      $       2,965      $       2,821        99 %      34.6 %     $       2,580      $       2,715      $       2,850      $       2,744        121.5 %      42.5 %  Free Cash Flow    $ 103      $ 206      $ 257      $ 283        200 %      50.0 %  Adjusted Free Cash Flow    $ 88      $ 176      $ 220      $ 222        200.0 %      50.0 %                     127.7 %                   Total       138.2 %  In 2016,2017, the EVC Plan funded on all performance measures based on actualour earnings release results. The aggregate percentage of target bonus amounts paid with respect to all three performance measures, after taking into account the weightings of performance measures discussed above, was 127.7%approximately 138.2%.Non-GAAPpre-tax profit was slightlyand revenue were above target, revenue was slightly below target and adjusted free cash flow was at the maximum performance level. Following the announcement of our earnings release results and the payout of bonuses under the EVC Plan and the distribution of LTI awards, small adjustments were made to the results in our annual report onForm 10-K filed with the SEC on March 12, 2018, as a result of which revenue was decreased by less than $2 million and non-GAAP operating profit was decreased by less than $1 million. If the results reported in our annual report onForm 10-K had been used, the aggregate percentage of target bonus paid would have been approximately 137.7%, or a difference of 0.5%. The Company expects to deduct this difference from any payments to be made to impacted individuals under the EVC Plan as a result of the Company’s performance in 2018. The graphs below show the threshold, target and maximum performance levels and actual companyour earnings release results, for 2015 and 2016, in millions:     51 44 Over the last five years, total payouts under the plan based on corporate performance have averaged 82%89% of target, demonstrating the Company’sour track record of setting rigorous goals:     The above performance measures includenon-GAAP financial measures and will differ from amounts shown in the Company’s 20162017 financial statements included in the Annual Report on Form10-K for the year ended in December 31, 2016.2017. Additional information is described beginning on page 42.35. The following table shows incentives paid to the Named Officers under the EVC Plan. Total target amounts for each individual represent the percentage of base salary referred to above in this section. The EVC Plan gives the Compensation Committee discretion to consider individual performance and to adjust awards accordingly. In 2016,2017, payout levels were based on plan funding levels and no discretion was applied. Bonus awards to the Named Officers for 20162017 were determined by formula based on Company performancethe Company’s earnings release results relative to performance goals. Target amounts for each Named Officer were determined in FebruaryDecember 2016, or at the time of hire or promotion, and assume that each Named Officer remained employed by the Company through December 31, 2016.2017.    Named Officer    Total Target Amount      Total Actual Amount  Paid     Peter A. Altabef    $ 1,215,000      $ 1,551,555     Inder B. Singh(1)    $ 472,500      $ 459,777     Jeffrey E. Renzi    $ 451,250      $ 576,246     Eric Hutto    $ 450,000      $ 574,650     Andrew J. Stafford(1)(2)    $ 547,025      $ 490,383     Janet B. Haugen(3)    $ 502,585      $ 534,620    (1) The annual target amount shown is an annualized bonus target; because employment with Unisys began after January 1, 2016, the actual amount of annual bonus paid was paid on a pro rata basis based on service time during the year. 52 (2) Mr. Stafford is paid in British pounds, which were converted to U.S. dollars at a conversion rate weighted monthly average of 1.336 from April 1, 2016 to December 31, 2016. Mr. Stafford joined Unisys in April 2016. (3) The annual target amount shown for Ms. Haugen reflects an annualized bonus target for which she would have been eligible under the EVC Plan had she not retired from the Company; the actual amount of the annual bonus was paid on a pro rata basis based on her service through October 31, 2016.  Named Officer    Total Target Amount      Total Actual Amount  Paid     Peter A. Altabef    $ 1,387,400      $ 1,916,971     Inder M. Singh    $ 565,250      $ 781,006     Eric Hutto    $ 565,250      $ 781,006     TarekEl-Sadany    $ 460,750      $ 636,618     Jeffrey E. Renzi    $ 451,250      $ 623,492    Long-Term Incentive Awards Long-term incentives (LTI)(“LTI”) are intended to provide executives with a continuing stake in theour long-term success of the Company and to align their interests with those of our stockholders. LTI are also used to attract, retain and motivate executives responsible for the Company’sour long-term success. 45 The Committee evaluates the LTI program annually relative to its objectives as well as practices within the peer group. In 2016, changes were made to better reflect the Company’s strategic direction and context.priorities, including consideration of share availability and potential dilution, current stock price, and information provided by the Committee’s consultant on market practice and current trends. The Company stopped granting options and strengthened the emphasis on performance-based LTI with approximately 2/3 of the LTI target value linked to achievement ofnon-GAAP operating incomeprofit performance objectives. The 2016 program included performance-based LTI, with stock and performance cash components, and Time-Based RSUs. The 2016 program was designed to reduce potential shareholderstockholder dilution while increasing emphasis on achievement relative to our operating profit performance goals. Considerations in making this change included share availability and potential dilution, current stock price, and information provided by the Committee’s consultant on market practice and current trends. The Compensation Committee believes that using different types of awards provides balance to the Company’s LTI program and mitigates risk. The following table explainsshows how theour LTI program evolved over prior years to an increasedincrease the focus on long-term focus over the last two years:goals:   Year   Change made        Why change was made 2015   Increased stock option term from 5 to 7 years   g   Promote longer-term focus and align with practices of our peer group     Increased Performance-Based RSU performance period from 1 to 3 years (prior to 2015, earned based on performance in year of grant with vesting over 3 years)     g     Foster urgency to meet near term goals and reward consistent performance over time in order to drive long-term value creation     Replaced technology revenue and services operating margin for earning Performance-Based RSUs with companynon-GAAP operating profit     g     Address both revenue and profitability in a single measure 2016   Removed stock options   g   Limit potential dilution to shareholdersstockholders   Increased emphasis on performance-based LTI, delivered through stock and performance cash     g   g   Strengthen focus on operating profit   Better align with market practice   53 46 The above changes resulted in the 2016a LTI plan program that remained the same in 2017 as shown below:   Vehicle     Proportion      of Target     LTI Value         Payout       Metric         Performance      Period         Design   Performance Based LTI   2/3       Threshold:   50%   Target:   100%   Maximum:   200%     Non-     GAAP     Operating   Profit       20162017     20172018     20182019       •   Includes RSU component and performance cash component   •   Approximately 1/3 of total LTI value deliveredthrough performance-basedPerformance- Based RSUs and 1/3 through units tied to a targetperformance cash value   •    Linked to specific 2016, 2017, 2018, and 20182019 performance objectives with 1/3 of the target value tied to each year   •    Vesting / payout per achievement of specific performance objectives for each year on the 1st, 2nd, and 3rd anniversary of grant   Time-Based RSUs   1/3   100%   N/A   NAN/A   • Vest 1/3 annually Performance-based LTI vests over 3 years, with distinct goals for each fiscal year within the vesting period, in order to measure performance over the entire three-year period while creating a strong focus on execution in 2016.execution. Due to the challenges of setting three-year performance goals in the current environment of transformation, goals were set separately for each year in the performance period. This is common practice within our industry as over half of the 2016 Peer Group measure performance in their long-term incentive plans in part in annual ortwo-year increments. The design is intended to foster a sense of urgency to meet near term goals and reward consistent profitable performance over time, which is expected to drive long-term value creation. CompanyThe Company’s operating profit is the performance measure on which the current LTI plan is based. OperatingThe Committee considered operating profit was considered preferable to theother alternatives (including Earnings per Share and Total Shareholder Return) because 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 as well as bottom line profitability. Time-Based RSUs, which vest over a3-year period, serve as a retention vehicle and align the recipients’ interests with those of stockholders because the value of the RSUs, once earned,after grant, varies directly based on the Company’s stock price. Time-Based RSUs comprised approximately 1/3 of the target LTI grant date value. 54 The first third tranche of the 2015 Performance-Based RSUs, the second tranche of the 2016 performance-based LTI and the second thirdfirst tranche of the 20152017 performance-based RSU grantLTI grants are based on 20162017non-GAAP operating profit. Goals are set for all three years at the time of grant for each cycle and vary for different grant years. The goals are set to progressively increase as illustrated below:    Grant  Year   Performance Year     Threshold (M)     Target (M)     Maximum (M)    2015     2015     $ 90     $ 180     $ 205    2015     2016     $ 103     $ 205     $ 255    2016     2016     $ 113     $ 226     $ 283   47 increase each successive year within a grant. The table below illustrates goals and achievement for performance periods completed through 2017:                 Non-GAAP Operating Profit          Grant   Year   Vesting Period     Performance Year     Threshold ($M)     Target ($M)     Maximum ($M)     Earnings Release Results ($M)     Payout    2015     Tranche 1       2015       90       180       205       183       107.2 %   2015     Tranche 2       2016       103       205       255       217       123.4 %   2015     Tranche 3       2017       128       255       308       233       91.2 %   2016     Tranche 1       2016       113       226       283       217       95.9 %   2016     Tranche 2       2017       134       268       335       233       86.8 %   2017     Tranche 1       2017       108       216       270       233       130.9 %  Goals are aligned with the Company’s operating plan and financial guidance at the time of the grant. The Committee also considered the probability of achieving different performance levels at the time of grant as well as the uncertainty in the Company’s near-term performance. Performance-based LTI is earned for each year in the three-year performance cycle at a rate ranging from 50% of the target number of shares or cash units (forfor performance at threshold level)level to 200% of the target number of shares or cash units (forfor performance at or above maximum level).level. If the Company’s performance for a given year is below the threshold level, no shares or cash units will be earned for that year, and the related RSUs or cash units will be cancelled. Based on 20162017non-GAAP operating profit of $216.7$233 million as reported in the Company’s earnings release results, the first thirdtranche of the 2017 grant was earned at 130.9%, the second tranche of the 2016 grant werewas earned at 95.9%86.8%, and the second third tranche of the 2015 grant werewas earned at 123.4%91.2%. If the results reported in the Company’s annual report on Form 10-K had been used, the first tranche of the 2017 grant would have been earned at 129.6% (or a difference of 1.3%), the second tranche of the 2016 grant would have been earned at 86.6% (or a difference of 0.2%), and the third tranche of the 2015 grant would have been earned at 90.9% (or a difference of 0.3%). The Company expects to deduct an amount equal to the value of these differences from any payments to be made to impacted 48 individuals under the EVC Plan as a result of the Company’s performance in 2018. The table below summarizes the threshold, target and maximum performance levels, actualearnings release results, for the performance, and awards earned for 20162017 performance. The 2016Non-GAAP operating plan goal differs for the 2015 and 2016 grant years. Goals for the 2015 grant were set early in 2015 at a time of significant uncertainty regarding the Company’s near term performance. A more aggressivenon-GAAP operating profit goal was set at the time of the 2016 grant which was above the goal set in early 2015 and the actual performance in 2015.   Performance-Based RSU awards are settled in stock and Performance Cashperformance cash awards are paid in cash on the anniversary of grant. The actual financial measure results and conversion rates for the target shares and cash units tied to 20172018 and 20182019 performance will be determined based on financial results for those years. 55 Long-term incentive awards granted to each Named Officer in 20162017 are set forth in “Grants of Plan-Based Awards” on page 60.53. In 2016,2017, the grant date value of the awards to each Named Officer was generally below the market median. Long-Term Incentive Granting Practices Most awards are granted at the time of the annual grant in the first quarter of the year, although awards may be granted as part of the hiring process or in connection with a change in responsibility. Annual grants are approved at a specified, regularly scheduled meeting of the Compensation Committee. The Compensation Committee approves the type and number of awards to be granted and the performance criteria for performance-based awards. For grants in the United States, the grant date is no earlier than the date of the meeting. The dates of regularly scheduled Board and Committee meetings are generally determined many months in advance as part of the normal Board calendaring process. LTI awards granted during the year have a grant date no earlier than the date of approval. Grants that require the approval of the Compensation Committee are typically reviewed and approved at a regularly scheduled Compensation Committee meeting or by written consent in advance of the individual’s employment commencement or promotion date. For these awards, typically the grant date is the date of the meeting if the individual receiving the grant has already commenced employment. If the individual has not yet commenced employment, the date of grant is the business day following the individual’s first day of employment. 49 The Compensation Committee has delegated to the Chief Executive Officer the authority to grant a limited number of RSU awards as part of the annual grant process and during the year to eligible individuals (other than the Chief Executive Officer, his direct reports and employees subject to Section 16 of the Securities Exchange Act of 1934). The Committee’s delegation of authority specifies that for these RSUs the grant date will be either (a) the first business day of the month following the date of the Chief Executive Officer’s approval, if the individual has commenced employment at Unisys,the Company, or (b) if the individual has not yet commenced employment, the first business day of the month following the individual’s date of hire. Grants made as part of the annual grant process are made at the same time as the Committee approves grants to the Named Officers. The Chief Executive Officer has no discretion with respect to choosing the grant date, and in all cases, the date of grant occurs after the date the grantee commences employment with Unisys.the Company. Other Bonuses The Company has a strong bias towards incentives based onpre-established goals and limits use of discretionary bonuses. In limited cases, the Company has provided modestsign-on bonuses to executives due to compensate for value forgone at a prior employer or in order to attract a new executive to join the Company.Sign-on bonuses are often paid in installments to mitigate risk if the executive leaves the Company. In 2016, Mr. Singh was provided aone-timesign-on bonus in order to recruit him to join the Company and compete with other opportunities. The first half of the bonus was paid in 2016 and is disclosed in the Summary Compensation Table on page 59; the second half was paid in February 2017. Other Benefits Elected officers participate in the retirement programs discussed below under “Defined Contribution Plans” and“Non-Qualified Deferred Compensation” on page 68. Ms. Haugen also participates in the plans described under “Pension Benefits”.57. In addition, subject to 56 underwriting approvals and applicable corporate governance requirements, officers elected prior to February 2015 are eligible for supplemental death benefits under the Unisys Corporation Executive Death Benefit Only Program, which provides a death benefit equal to four times an elected officer’s base salary plus target bonus during active employment and a death benefit equal to two andone-half times an elected officer’s base salary immediately prior to retirement for retired elected officers who remain eligible for the benefit. The Company increases the benefit payable to the elected officer’s beneficiary to cover any income and employment taxes due. This benefit was eliminated and is no longer available to newly elected officers. Of the current Named Officers, only Mr. Altabef and Mr. Renzi participate in this program. Perquisites available to executive officers are limited toprimarily consist of financial counseling/tax preparation services and an annual physical examination. These benefits are designed to promote executive wellness and financial security. See the Summary Compensation Table on page 5952 for additional detail. In order to attract and retain key executives, the Company has entered into severance and change in control agreements with the Named Officers. The severance agreements were put in place in December 2014 with input from the Committee’s independent consultant. The agreements are intended to support management continuity and retention and align with market practice. The change in control agreements are intended to provide retention and management continuity in the event of an actual or threatened change in control. More detail is provided under “Termination Arrangements” beginning on page 69.57. 50 Deductibility of Executive Compensation Section 162(m)The Compensation Committee annually reviews and considers the deductibility of the Internal Revenue Code imposes a $1,000,000 annual limit on the amount of compensation that may be deducted by the Company with respectpaid to our executive officers, which includes each Named Officer employed as of the last day of the applicable year. The limitation does not apply to compensation based on the attainment of objective performance goals. The 2016 Plan permits the Compensation Committee to design compensation awards to Named Officers, that will meet the requirements ofunder Section 162(m) of the Internal Revenue Code. The Committee may grant awards underPursuant to Section 162(m), compensation paid to certain executive officers in excess of $1 million generally is not deductible. However, before the 2016 Plan that meet the requirements of Section 162(m)effective date of the Internal Revenue Code at such times2017 tax reform legislation, amounts in excess of $1 million were deductible if they qualify as the Committee believes that such awards are in the best interests of the Company.“performance-based compensation.” The Committee has considered the impact of the deduction limitation and the Company’s current financial context and has determined that it is not in the best interests of the Company or its stockholders to base compensation solely on objective performance criteria. Rather, the Committee believes that it should retain the flexibility to base compensation on its subjective evaluation of performance as well as on the attainment of objective goals. The exemption for qualifying performance-based compensation was repealed by recent tax legislation effective for taxable years beginning after December 31, 2017. As a result, compensation paid to our executive officers in future years in excess of $1 million may not be deductible unless it qualifies for certain transition relief (with the scope of such transition relief being uncertain at this time). While the Company will monitor guidance and developments in this area, the Compensation Committee believes that its primary responsibility is to provide a compensation program that attracts, retains and rewards the executive talent necessary for our success. Consequently, the Compensation Committee may pay or provide, and has paid or provided, compensation that is not tax deductible or is otherwise limited as to tax deductibility. 57 Compensation Committee Report The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management. Based on such review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. Compensation Committee Jared L. Cohon Alison Davis Leslie F. Kenne Lee D. Roberts (Chair) Paul E. Weaver Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.   58 51 Summary Compensation Table The following table sets forth information concerning the compensation of the Named Officers for services rendered in all capacities to Unisys.   Name and Principal Position   Year     Salary (1)(2)(3) ($)     Bonus (4) ($)     Stock Awards (5)(6) ($)     Option Awards (5) ($)     Non- Equity Incentive Plan Compen- sation (2)(3)(7) ($)     Change in Pension Value and Non- qualified Deferred Compen- sation Earnings (8) ($)     All Other Compen- sation (9) ($)     Total ($)   Peter A. Altabef     2016       972,000         2,867,704         2,009,957         26,478       5,876,138   President and Chief Executive Officer     2015       972,000         2,420,790       1,373,958       1,312,200         33,208       6,112,155   Inder M. Singh Chief Financial Officer     2016       375,489       40,000       296,558         520,195         7,748       1,239,990   Jeffrey E. Renzi     2016       475,000         563,561         666,329         12,950       1,717,840   Senior Vice President and     2015       475,000         570,650       274,714       487,350         18,621       1,826,335   President, Global Sales     2014       462,715         650,440       412,290       280,517         21,665       1,827,627   Eric Hutto     2016       491,667         433,385         643,922         7,950       1,576,924   Senior Vice President, Enterprise Solutions                   Andrew J. Stafford     2016       453,652         453,556         586,283         12,072       1,505,563   Senior Vice President, Services                   Janet B. Haugen     2016       505,626         483,081         534,620       227,211       1,071,379       2,821,919   Senior Vice President and Chief Financial     2015       558,428         489,290       235,405       542,792         7,950       1,833,865       2014       558,428         659,276       309,699       344,595       514,749       7,800       2,394,547   Name and Principal Position   Year     Salary ($)     Bonus (1) ($)     Stock Awards (2)(3) ($)     Option Awards (2) ($)     Non- Equity Incentive Plan Compen- sation (4) ($)     Change in Pension Value and Non- qualified Deferred Compen- sation Earnings (5) ($)     All Other Compen- sation (6) ($)     Total ($)   Peter A. Altabef     2017       991,000       —       3,066,722       —       3,450,271       —       22,088       7,530,080   President and Chief Executive     2016       972,000       —       2,867,704       —       2,009,957       —       26,478       5,876,138       2015       972,000       —       2,420,790       1,373,958       1,312,200       —       33,208       6,112,155   Inder M. Singh     2017       575,000       40,000       600,040       —       1,081,006       —       14,350       2,310,396   Chief Financial Officer     2016       375,489       40,000       296,558       —       520,195       —       7,748       1,239,990   Eric Hutto     2017       575,000       —       600,040       —       1,081,006       —       8,214       2,264,260   Senior Vice President, Enterprise Solutions     2016       491,667       —       433,385       —       643,922       —       7,950       1,576,924   TarekEl-Sadany     2017       485,000       —       467,020       —       869,618       —       18,002       1,839,641   Senior Vice President, Services     2016       462,115       —       432,379       —       484,776       —       13,201       1,392,471   Jeffrey E. Renzi     2017       475,000       —       467,020       —       856,492       —       16,160       1,814,672   Senior Vice President and President, Global Sales     2016 2015         475,000 475,000         — —         563,561 570,650         — 274,714         666,329 487,350         — —         12,950 18,621         1,717,840 1,826,335       (1) Amounts shown for 2016 include an accrued vacation payout of $40,270 to Ms. Haugen made upon termination of employment. (2) Mr. Stafford is paid in British pounds, which were converted to U.S. dollars at a conversion rate weighted monthly average of 1.336 from April 1, 2016 to December 31, 2016. Mr. Stafford joined Unisys in April 2016. (3) Amounts shown include compensation deferred under the Unisys Savings Plan or a Unisys deferred compensation plan. (4) Amounts shown for 20162017 include afinal installment ofsign-on bonus of $40,000 to Mr. Singh.   (5)(2) Amounts shown are the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of the assumptions made in such valuation, see note 16 to the Company’s 20162017 financial statements included in the Annual Report onForm10-K for the year ended December 31, 2016.2017. For more details on grants in 2016,2017, see “Grants of Plan-Based Awards” below.   (6)(3) Amounts shown for 20162017 represent the aggregate grant date fair value of the Performance-Based RSUs, assuming that target performance levels are met, and the Time-Based RSUs granted to each Named Officer on February 11, 2016.in 2017. Assuming that maximum performance levels are achieved, the value of the awards at date of grant would be as follows: Mr. Altabef — $4,301,555;$4,600,083; Mr. Singh — $444,837;$900,060; Mr. Hutto — $900,060;Mr. El-Sadany — $700,530; Mr. Renzi — $845,342; Mr. Hutto — $650,077; Mr. Stafford — $680,334; and Ms. Haugen — $724,622.$700,530.   (7)(4) Amounts include short-term incentives under the EVC Plan and long-term cash incentives under the 2010 Plan and the 2016 Plan.   59 (8)(5) Amounts shown are the increase in pension value only. Effective December 31, 2006, the Company’s U.S. defined benefit pension plans were frozen, and benefits thereunder ceased to accrue. The changesNo Named Officer participates in pension value shown in the table are principally due to the changes in the discount rate used to determine the present value of the accumulated benefit.these plans.   (9)(6) For 2016,2017, amounts consist of the following: Mr. Altabef — matching contributions of $7,950,$11,095 and perquisites of $12,040,$10,993, which include financial planning, spousal travel, and physical, and agross-up for state and local taxes of $6,488;physical; Mr. Singh — matching contributions of $7,748;$8,100 and perquisites of $6,250, which include financial planning; Mr. Hutto — matching contributions of $8,100 and perquisites of $114, which include spousal travel;Mr. El-Sadany — matching contributions of $10,165 and perquisites of $7,837, which include financial planning and physical; Mr. Renzi — matching contributions of $7,950$8,100 and perquisites of $5,000; Mr. Hutto — matching contributions of $7,950; Mr. Stafford — matching contributions of $12,072;$8,060, which include financial planning and Ms. Haugen — matching contributions of $7,950; severance of $1,061,013 and COBRA reimbursement of $2,416.physical. 52 Grants of Plan-Based Awards The following table sets forth information on grants of plan-based awards during 20162017 to the Named Officers.   Name   Award Type   Grant Date       Estimated Future Payouts UnderNon-Equity Incentive Plan Awards       Estimated Future Payouts Under Equity Incentive Plan Awards     All Other Stock Awards: Number of Shares of Stock or Units (#)     All Other Option Awards: Number of Securities Underlying Options (#)     Exercise or Base Price of Option Awards ($/sh)     Grant Date Fair Value of Stock and Option Awards ($)         Threshold ($)     Target ($)     Maximum ($)     Threshold (#)     Target (#)     Maximum (#)             Peter A. Altabef   EVC Plan       607,500       1,215,000       2,430,000                   Long-Term Incentive     2/11/2016       717,000       1,434,000       2,868,000       71,265       142,530       285,060       142,530           2,867,704     Inder M. Singh (1)   EVC Plan       180,023       360,045       720,090                   Long-Term Incentive     3/29/2016       72,000       144,000       288,000       6,550       13,100       26,200       13,100           207,766         9/1/2016       22,500       45,000       90,000       2,200       4,400       8,800       4,400           88,792     Jeffrey E. Renzi   EVC Plan       225,625       451,250       902,500                   Long-Term Incentive     2/11/2016       140,900       281,800       563,600       14,005       28,010       56,020       28,010           563,561     Eric Hutto   EVC Plan       225,000       450,000       900,000                   Long-Term Incentive     2/11/2016       108,350       216,700       433,400       10,770       21,540       43,080       21,540           433,385     Andrew J. Stafford (2)   EVC Plan       192,006       384,012       768,023                   Long-Term Incentive     4/20/2016       150,000       300,000       600,000       14,900       29,800       59,600       29,800           453,556     Janet B. Haugen (3)   EVC Plan       251,293       502,585       1,005,170                   Long-Term Incentive     2/11/2016       120,800       241,600       483,200       12,005       24,010       48,020       24,010           483,081   (1) EVC incentive opportunity adjusted based on Mr. Singh’s start date. (2) EVC incentive opportunity adjusted based on Mr. Stafford’s start date. His target opportunity was £287,434, which was converted to U.S. dollars at a conversion rate weighted monthly average of 1.336 from April 1, 2016 to December 31, 2016. (3) EVC incentive opportunity reflects annual amount. Ms. Haugen’s target opportunity was reduced to $418,653 due to her retirement prior to the end of the year. Name   Award Type   Grant Date     Estimated Future Payouts UnderNon-Equity Incentive Plan Awards       Estimated Future Payouts Under Equity Incentive Plan Awards     All Other Stock Awards: Number of Shares of Stock or Units (#)     All Other Option Awards: Number of Securities Underlying Options (#)     Exercise or Base Price of Option Awards ($/sh)     Grant Date Fair Value of Stock and Option Awards ($)         Threshold ($)     Target ($)     Maximum ($)     Threshold (#)     Target (#)     Maximum (#)           Peter A. Altabef   EVC Plan       693,700       1,387,400       2,774,800                   Long-Term Incentive   2/9/2017     766,650       1,533,300       3,066,600       54,375       108,749       217,498       108,749           3,066,722   Inder M. Singh   EVC Plan       282,625       565,250       1,130,500                   Long-Term Incentive   2/9/2017     125,000       250,000       500,000       8,866       17,731       35,462       17,731           500,014     Long-Term Incentive   7/3/2017     25,000       50,000       100,000       1,931       3,862       7,724       3,862           100,026   Eric Hutto   EVC Plan       282,625       565,250       1,130,500                   Long-Term Incentive   2/9/2017     125,000       250,000       500,000       8,866       17,731       35,462       17,731           500,014     Long-Term Incentive   7/3/2017     25,000       50,000       100,000       1,931       3,862       7,724       3,862           100,026   Tarek El-Sadany   EVC Plan       230,375       460,750       921,500                   Long-Term Incentive   2/9/2017     116,500       233,000       466,000       8,281       16,561       33,122       16,561           467,020   Jeffrey E. Renzi   EVC Plan       225,625       451,250       902,500                   Long-Term Incentive   2/9/2017     116,500       233,000       466,000       8,281       16,561       33,122       16,561           467,020   Awards shown under “Estimated Future Payouts UnderNon-Equity Incentive Plan Awards” are annual bonuses in the form of cash incentive compensation through the EVC Plan. As discussed more fully in “Compensation Discussion and Analysis” above, the amount of incentive compensation paid to the Named Officers under the EVC Plan generally depends upon (a) the officer’s target annual bonus amount and (b) the degree to which Companythe Company’s performance goals were met. Long-term performance-based awards include performance cash awards shown under “Estimated Future Payouts UnderNon-Equity Incentive Plan Awards” and equity awards shown under “Estimated Future Payouts Under Equity Incentive Plan Awards”. These awards are long-term cash awards and Performance-Based RSUs granted under the 2010 Plan and the 2016 Plan. These awards, which are discussed more fully in “Compensation Discussion and Analysis” above, are earnedone-third annually over a three-year period to the extent the Company achieves a performance goal relating to operating profit in each of 2016, 2017, 2018 and 2018,2019, respectively, and then such earned awards vest on the first, 60 second and third anniversary of grant, respectively, if the Named Officer is then employed by the Company. Based on the Company’s 2017 non-GAAP operating profit as reported in 2016, 95.9%the Company’s earnings release results, 130.9% of the target number of shares or cash value that was tied to 20162017 performance was earned. Awards made that at the time of the 20162017 annual grant vested on February 11, 2017.9, 2018. Awards shown under “All Other Stock Awards” are Time-Based RSUs granted under the 2010 Plan or the 2016 Plan. These RSUs will vestone-third per year beginning on the first anniversary of the date of grant if the individual is then employed by the Company or, if not, has met certain age and service criteria.Company.   61 53 Outstanding Equity Awards at FiscalYear-End The following table shows equity awards to the Named Officers that were outstanding as of December 31, 2016.2017.       Option Awards   Stock Awards   Name   Number of Securities Underlying Unexercised Options (#) Exercisable     Number of Securities Underlying Unexercised Options (#) Unexercisable     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)     Option Exercise Price ($)     Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#) (2)     Market Value of Shares or Units of Stock That Have Not Vested ($) (3)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)     Peter A. Altabef     46,667       93,333         28.19     1/5/2020     162,530       2,429,824       189,196       2,828,480     Inder M. Singh               17,500       261,625       17,500       261,625     Jeffrey E. Renzi     24,001       11,999         32.90     1/21/2019     35,855       536,032       39,663       592,962       10,251       20,499         22.60     2/5/2022           Eric Hutto     1,667       3,333         21.77     5/1/2022     24,743       369,908       24,243       362,433       2,379       4,756         13.00     9/2/2022           Andrew J. Stafford               29,800       445,510       29,800       445,510     Janet B. Haugen     28,800           19.52     2/9/2017             32,000           23.90     2/7/2018             18,381       9,189         32.27     2/12/2019             8,784       17,566         22.60     10/31/2021              Option Awards   Stock Awards   Name   Number of Securities Underlying Unexercised Options (#) Exercisable     Number of Securities Underlying Unexercised Options (#) Unexercisable (1)     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)     Option Exercise Price ($)     Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#) (2)     Market Value of Shares or Units of Stock That Have Not Vested ($) (3)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)     Peter A. Altabef     93,334       46,666         28.19     1/5/2020     213,768       1,742,209       227,101       1,850,873     Inder M. Singh               33,261       271,077       33,261       271,077     Eric Hutto     3,334       1,666         21.77     5/1/2022     38,553       314,207       37,303       304,019       4,757       2,378         13.00     9/2/2022           Tarek El-Sadany     14,667       7,333         20.95     6/2/2022     34,220       278,893       34,220       278,893     Jeffrey E. Renzi     36,000           32.90     1/21/2019     37,823       308,257       41,060       334,639       20,501       10,249         22.60     2/5/2022           (1) Awards shown arenon-qualified stock options scheduled to vest as follows if the individual is then employed by the Company or, if not, has met certain age and service criteria.   Name    Vesting Date    Number of       Shares         Peter A. Altabef 1/5/2017 46,667   1/5/2018     46,666   Jeffrey E. Renzi 1/21/2017 11,999 2/5/2017 10,250 2/5/2018 10,249 Eric Hutto 5/1/2017 1,667 9/2/2017 2,378   5/1/2018     1,666     9/2/2018     2,378   TarekEl-Sadany Janet B. Haugen   6/2/5/20172018     8,7837,333   2/12/2017 9,189 Jeffrey E. Renzi   2/5/2018     8,78310,249     62 54 (2) Awards shown are Time-Based RSUs. These awards are scheduled to vest as follows if the individual is then employed by the Company:     Name   Vesting Date   Number of Shares     Peter A. Altabef   1/5/20172018     10,000     2/11/2017 47,511 1/5/9/2018     10,00036,249     2/11/2018     47,510     2/9/2019 36,250 2/11/2019     47,509   2/9/2020 36,250   Inder M. Singh   3/29/20172/9/2018     4,366 9/1/2017 1,4665,910     3/29/2018     4,367     7/3/2018 1,287 9/1/2018     1,467 2/9/2019 5,910     3/29/2019     4,367     7/3/2019 1,287 9/1/2019     1,467    Jeffrey E. Renzi   1/21/20172/9/2020     2,6665,911     2/5/20177/3/2020     2,590 2/11/2017 9,337 2/5/2018 2,589 2/11/2018 9,337 2/11/2019 9,3361,288     Eric Hutto   2/11/20179/2018     7,181 9/2/2017 6025,910     2/11/2018     7,180     5/1/2018     2,000     7/3/2018 1,287 9/2/2018     601 2/9/2019 5,910     2/11/2019     7,179    Andrew J. Stafford   4/20/20177/3/2019     9,9331,287     4/20/20182/9/2020     9,9335,911     4/20/7/3/2020 1,288   TarekEl-Sadany 2/9/2018 5,520 2/11/2018 7,163 6/2/2018 3,333 2/9/2019     9,9345,520 2/11/2019 7,163 2/9/2020 5,521   Jeffrey E. Renzi 2/5/2018 2,589 2/9/2018 5,520 2/11/2018 9,337 2/9/2019 5,520 2/11/2019 9,336 2/9/2020 5,521     (3) Market value reflects the $14.95$8.15 closing price of Unisys common stock on December 30, 2016.29, 2017.   63 55 (4) Awards shown are Performance-Based RSUs for which the number of shares earned has not yet been determined. If earned, these awards are scheduled to vest as follows if the individual is then employed by the Company.    Name    Vesting Date    Number of Shares    Peter A. Altabef    2/5/20172018      23,333      2/11/2017 47,511 2/5/9/2018      23,33336,249      2/11/2018      47,510      2/9/2019 36,250 2/11/2019      47,509   2/9/2020 36,250  Inder M. Singh    3/29/20172/9/2018      4,366 9/1/2017 1,4665,910      3/29/2018      4,367      7/3/2018 1,287 9/1/2018      1,467 2/9/2019 5,910      3/29/2019      4,367      7/3/2019 1,287 9/1/2019      1,467 2/9/2020 5,910 7/3/2020 1,288  Eric Hutto 2/9/2018 5,910 2/11/2018 7,180 7/3/2018 1,287 9/2/2018 1,351 2/9/2019 5,910 2/11/2019 7,179 7/3/2019 1,287 2/9/2020 5,911 7/3/2020 1,288  TarekEl-Sadany 2/9/2018 5,520 2/11/2018 7,163 6/2/2018 3,333 2/9/2019 5,520 2/11/2019 7,163 2/9/2020 5,521    Jeffrey E. Renzi    2/5/20172018      5,8275,826      2/11/2017 9,337 2/5/9/2018      5,8265,520      2/11/2018      9,337      2/11/9/2019      9,336  Eric Hutto 2/11/2017 7,181 9/2/2017 1,352 2/11/2018 7,180 9/2/2018 1,3515,520      2/11/2019      7,179  Andrew J. Stafford 4/20/2017 9,9339,336      4/20/20182/9/2020      9,933 4/20/2019 9,9345,520   56 Option Exercises and Stock Vested The following table givesprovides information on stock option exercises and the vesting of stock awards during 20162017 for each of the Named Officers.       Option Awards     Stock Awards    Name   Number of Shares Acquired on Exercise (#)     Value Realized on Exercise ($)     Number of Shares Acquired on Vesting (#)     Value Realized on Vesting ($)    Peter A. Altabef     —       —       35,015       372,209    Inder M. Singh     —       —       —       —    Jeffrey E. Renzi     —       —       11,505       115,496    Eric Hutto     —       —       2,052       21,012    Andrew J. Stafford     —       —       —       —    Janet B. Haugen     —       —       9,675       99,540   64     Option Awards     Stock Awards    Name   Number of Shares Acquired on Exercise (#)     Value Realized on Exercise ($)     Number of Shares Acquired on Vesting (#)     Value Realized on Vesting ($)    Peter A. Altabef     —       —       131,868       1,846,043    Inder M. Singh     —       —       11,425       142,855    Eric Hutto     —       —       16,339       216,662    TarekEl-Sadany     —       —       21,481       290,553    Jeffrey E. Renzi     —       —       30,739       424,333   Pension Benefits Certain of the Company’s officers participate in the following three pension plans sponsored by Unisys in the United States. Effective December 31, 2006, each of these plans was frozen and benefits thereunder ceased to accrue. No new participants are now allowed. Unisys Pension Plan (the “Pension Plan”) — a qualified defined benefit pension plan available to all U.S. employees who met eligibility requirements by December 31, 2006. Unisys Corporation Supplemental Executive Retirement Income Plan (the “Supplemental Plan”) — anon-qualified excess defined benefit plan available to all U.S. employees who met eligibility requirements by December 31, 2006 and whose qualified plan benefits are limited by the Internal Revenue Code or limited because they have deferred compensation undernon-qualified plans. The plan is designed to make up for the benefit shortfall created by the Internal Revenue Code limits and thenon-qualified deferrals of compensation. Unisys Corporation Elected Officer Pension Plan (the “Officer Plan”) – anon-qualified defined benefit plan available to all elected officers who met eligibility requirements by December 31, 2006. The plan is designed to provide a minimum target of retirement income for executives. The table below presents pension plan information as of December 31, 2016 for Ms. Haugen. Mr. Altabef, Mr. Singh, Mr. Renzi, Mr. Hutto and Mr. Stafford are not participants in any of the three pension plans because they were not employed by the Company prior to when the plans were frozen.  Name   Plan Name     Number of Years of Credited Service (#)     Present Value of Accumulated Benefit ($)     Payments During Last Fiscal Year ($)    Janet B. Haugen     Pension Plan       10.667       562,265       —       Supplemental Plan       10.667       255,243       —       Officer Plan       10.667       1,999,637       —   The present value of the accumulated benefit has been determined assuming benefits commence as of the earliest date at which Ms. Haugen is entitled to unreduced benefits. This is generally the later of age 62 and achievement of vesting requirements. The calculations use the same actuarial assumptions used for financial disclosure requirements for the pension plans, except that the calculations assume that Ms. Haugen has terminated employment and therefore do not apply any decrements in respect of termination, mortality before age 62, disability and the like. Assumptions as to life expectancy post age 62 are based on theMRP-2007 base table (sex distinct) projected with ScaleMMP-2007. The discount rate used is 4.38% per annum. Where benefits are payable as a 50% contingent annuity without actuarial reduction, which is the case for Ms. Haugen, who is an Officer Plan participant who is married, benefits have been valued using actual spouse information. Post-2004non-qualified benefits for terminated executives have been valued assuming benefit commencement at the later of age 55 or termination of employment with a 6 month delay reflected for key employees and the form of payment required under plan provisions. 65 The following summarizes the benefits under the specific plans: Unisys Pension Plan On or before December 31, 2006, all employees of Unisys were eligible to participate in the Pension Plan on the January 1 or July 1 first following attainment of both age 21 and one year of service with Unisys. The Pension Plan provides benefits under two benefit formulas: 1. For service beginning on or after January 1, 2003, benefits accrue each year under a cash balance formula under which a participant’s bookkeeping account is credited with an amount equal to 4% of plan compensation. In addition, the account balance is credited with interest on a monthly basis using the annual interest rates on5-Year Constant Maturity Treasury Notes, plus 0.25%. Generally, participants vest in the benefit after completion of three years of service with Unisys. The vested cash balance benefit is available for payment following termination of employment, and the normal form of payment is a life annuity for single participants (the participant receives the periodic amount during his or her lifetime, with no survivor benefit payable after his or her death), or an actuarially reduced 50% contingent annuity for married participants (the participant receives a reduced periodic benefit during his or her lifetime to reflect the survivor payments, and the participant’s surviving beneficiary receives 50% of the periodic amount the participant received). Other annuity forms are also available on an actuarially equivalent basis. The benefit is also available in the form of a lump sum distribution. Ms. Haugen is eligible for the cash balance benefit. 2. For employees hired prior to January 1, 2003, benefits are also based on a career pay formula. Each year, the annual accrued benefit payable to a participant at normal retirement date (age 65) is increased by 1% of plan compensation, plus 0.35% of plan compensation in excess ofone-half of the average Social Security taxable wage base for the five preceding years. Participants ultimately are eligible for the larger of: (a) the career pay formula through the date of termination of employment; or (b) the career pay formula accrued through December 31, 2002 plus the cash balance benefit described above. Generally, participants vest in the benefit after completion of three years of service with Unisys. The vested benefit is available for payment following termination of employment and attainment of early retirement eligibility (age 55). The benefit is reduced by 0.5% for each month that the benefit commences prior to age 65. Should the employee terminate employment after attainment of both age 55 and 20 years of service with Unisys, the benefit is reduced by 0.5% for each month that the benefit commences prior to age 62. The normal form of payment of the vested career pay benefit is a life annuity for single participants, or an actuarially reduced 50% contingent annuity for married participants. Other annuity forms are also available on an actuarially equivalent basis. Ms. Haugen is eligible for the career pay benefit. For both formulas, plan compensation is salary, commissions, overtime pay, paid bonus and paid accrued and unused vacation. Compensation includes amounts deferred on abefore-tax basis under the Unisys Savings Plan. Excluded from compensation are severance payments, supplements, compensation deferred under anon-qualified plan and other forms of extraordinary compensation. Plan compensation is limited by Section 401(a)(17) of the Internal Revenue Code. 66 As of December 31, 2016, Ms. Haugen, whose employment with the Company terminated as of November 1, 2016, was vested in her Pension Plan benefit and is eligible to immediately receive the cash balance portion of her benefit. She is also eligible to receive an early retirement benefit under the career pay formula. Although benefits ceased to accrue under the Pension Plan effective December 31, 2006, the cash balance bookkeeping accounts continue to grow with interest credits until paid. Unisys Corporation Supplemental Executive Retirement Income Plan On or before December 31, 2006, all employees of Unisys were eligible to participate in the Supplemental Plan on the January 1 or July 1 first following attainment of both age 21 and one year of service with Unisys. The Supplemental Plan provides benefits under the same provisions as the Pension Plan except as follows: Plan compensation includes compensation deferred undernon-qualified plans and is not limited by Internal Revenue Code Section 401(a)(17). The benefit payable under the Pension Plan is applied as an offset to the benefits available under the Supplemental Plan. Benefits accrued and vested prior to January 1, 2005 are payable at the same time and form as the Pension Plan benefit. Benefits accrued or vested on or after January 1, 2005 are payable following the later of (a) termination of employment (or six months thereafter if the individual is among the top 50 most highly compensated officers, as defined under Section 409A of the Internal Revenue Code (“Section 409A”)) or (b) attainment of age 55. Such benefit is payable in the form of a life annuity for single participants, or an actuarially reduced 50% contingent annuity for married participants. No optional forms of benefit are currently available for benefits accrued or vested on or after January 1, 2005 under the Supplemental Plan. As of December 31, 2016, Ms. Haugen, whose employment with the Company terminated as of November 1, 2016, was vested in her Supplemental Plan benefit. Ms. Haugen was vested as of December 31, 2004 and is eligible to immediately receive thepre-2005 cash balance portion of her benefit. Ms. Haugen is also eligible to receive an early retirement benefit. Ms. Haugen is required to commence the post-2004 portion of her benefit at termination with a 6 month delay, specifically on May 1, 2017. Although benefits ceased to accrue under the Supplemental Plan effective December 31, 2006, the cash balance bookkeeping accounts continue to grow with interest credits until paid. The Company has established a grantor trust relating to the Supplemental Plan. If a change in control of the Company occurs, the Company is required to fund the trust in an amount equal to the present value of the accrued pension benefits under the plan. Unisys Corporation Elected Officer Pension Plan Only elected officers of Unisys are eligible to participate in the Officer Plan. The Officer Plan was closed to entrants as of December 31, 2006. As a result, Ms. Haugen is the only Named Officer who is eligible for the plan. 67 The Officer Plan provides a gross annual accrued benefit equal to 4% of final average compensation for each of the first 10 years of credited service, plus 1% of final average compensation for each year of credited service in excess of 10 (but not in excess of 30), minus 50% of the participant’s Social Security benefit. This benefit is reduced by 0.5% for each month that the benefit commences prior to age 62. The gross benefit is offset by the benefits payable under both the Pension Plan and the Supplemental Plan. Final average compensation is the average of the highest consecutive 60 months of plan compensation out of the last 120 months of employment, but no compensation after December 31, 2006 is included. Plan compensation is identical to that used for the Supplemental Plan. Benefits accrued and vested prior to January 1, 2005 are payable at the same time and form as the Pension Plan benefit. Benefits accrued or vested on or after January 1, 2005 are payable following the later of (a) termination of employment (or six months thereafter if the individual is among the top 50 most highly compensated officers, as defined under Section 409A) or (b) attainment of age 55. Such benefit is payable in the form of a life annuity for single participants, or a 50% contingent annuity, which is not actuarially reduced, for married participants. No optional forms of benefit are currently available for benefits accrued or vested on or after January 1, 2005 under the Officer Plan. Generally, benefits under the Officer Plan vest upon the earliest to occur of (a) attainment of age 55 and 10 years of service with Unisys, (b) for executives who were participants on or after January 1, 1997 and before July 19, 2001, attainment of age 50 and five years of service with Unisys or (c) a change in control of Unisys. As of December 31, 2016, Ms. Haugen, whose employment terminated as of November 1, 2016, was vested in her Officer Plan benefits. Ms. Haugen is currently eligible to receive an early retirement benefit. Ms. Haugen is required to commence the post-2004 portion of her benefit at termination with a 6 month delay, specifically on May 1, 2017. The Company has established a grantor trust relating to the Officer Plan. If a change in control of the Company occurs, the Company is required to fund the trust in an amount equal to the present value of the accrued pension benefits under the plan. Defined Contribution Plans The Named Officers based in the U.S. are eligible to participate in the Unisys Savings Plan, which is atax-qualified defined contribution plan with a matching contributions feature. In 2016,2017, the Company made matching contributions under the plan of 50% of each 1% of eligible pay contributed by a participant on abefore-tax basis, up to the first 6% of eligible pay contributed. Mr. Stafford is eligible to participate in the U.K. Unisys Defined Contribution Plan, which is a U.K.tax-qualified defined contribution plan with a matching contribution feature. In 2016, the Company made matching contributions under the plan of 150% of each 1% of eligible pay contributed by a participant on abefore-tax basis, up to the first 4% of eligible pay contributed. Non-Qualified Deferred Compensation The table below shows unaudited information with respect to compensation of the Named Officers that has been deferred under a plan that is nottax-qualified. Under the 68 Company’snon-qualified deferred compensation plans, eligible employees may defer until a future date payment of all or any portion of their annual salary or bonus, as well as any vested share unit award under one of the Company’s long-term incentive plans. Amounts deferred are recorded in a memorandum account for each participant and are credited or debited with earnings or losses as if such amounts had been invested in one or more of the professionally managed investment options available under the Unisys Savings Plan, as selected by the participant. Participants may change their investment options at any time. Account balances will be paid either in a single lump sum or in annual installments, as elected by the participant. The memorandum accounts are not funded, and the right to receive future payments of amounts recorded in these accounts is an unsecured claim against the Company’s general assets. However, the Company has established a grantor trust relating to itspre-2005non-qualified deferred compensation plan. If a change in control of the Company occurs, the Company is required to fund the trust in an amount equal to the aggregate account balances under that plan. Name   Executive Contributions in 2016 ($)     Company Contributions in 2016 ($)     Aggregate Earnings in 2016 ($) (1)     Aggregate Withdrawals/ Distributions in 2016 ($)   Aggregate Balance at December 31, 2016 ($) (1)   Peter A. Altabef     -         -         -       -       -       Inder M. Singh     -         -         -       -       -       Jeffrey E. Renzi     -         -         -       -       -       Eric Hutto     -         -         -       -       -       Andrew J. Stafford     -         -         -       -       -       Janet B. Haugen     -         -         13,273       -       63,621     (1) No amounts shown in this column are reported in the Summary Compensation Table. Potential Payments upon Termination or Change in Control Under the agreements and plans discussed below, the Current Named Officers would be entitled to the following payments and benefits upon termination of employment and/or a change in control of the Company. Termination Arrangements Mr. Altabef’s Letter Agreement Under the letter agreement covering the terms and conditions of Mr. Altabef’s employment as President and Chief Executive Officer, if Mr. Altabef’s employment is terminated by the Company without cause or by Mr. Altabef for good reason (defined generally as a reduction in aggregate compensation target, a material reduction in duties or authority or removal as Chief Executive Officer) prior to a change of control of the Company, Mr. Altabef will be entitled to receive an amount equal to two times the sum of (1) his base salary (at its then current rate) plus (2) his target bonus amount (as in effect on the date of termination), and monthly payments for up to 24 months equal to the difference between the monthly COBRA rate and the monthly active employee contribution rate applicable to Mr. Altabef, subject to his execution of a release of claims in favor of the Company. The letter agreement includesnon-compete,non-solicitation andnon-disparagement provisions effective for 12 months from the date of termination of employment for any reason. If 69 Mr. Altabef materially breaches any of these provisions, the Company has the right to terminate any payments described above that have not yet been made and to seek the recoupment of any such payments that were previously made. 57 Executive Officer Severance Agreements The Company has entered into letter agreements with certain of its executive officers, including the Current Named Officers other than Mr. Altabef, providing that if any such executive officer’s employment is terminated by the Company without cause or by such executive officer for good reason (defined generally as a reduction in duties or authority, a reduction in annual base salary or a requirement that an executive relocate from their principal residence or perform their principal duties in a new location), that executive officer will be entitled to receive an amount equal to the sum of his or her annual base salary plus his or her annual target bonus, payable in substantially equal installments during the twelve month period following the date of termination. Each such executive officer will also be entitled to continued medical, dental and vision coverage for up to one year at the same costs applicable to active employees. In addition, if such executive officer is a participant under the Unisys Corporation Executive Death Benefit Only Program at the time of termination, the executive officer will be deemed to have met the age and service requirements for retirement as set forth in the program and, upon the executive officer’s death, his or her beneficiary shall be entitled to the post-retirement death benefits provided under the program. The amount of the termination payments to which the Current Named Officers would be entitled if their employment had terminated on the last business day of 20162017 under circumstances entitling them to the payments above are set forth below, along with the total amounts that would have been payable to them in respect of medical, dental and vision coverage under the terms of their respective agreements.   Name    Aggregate Termination Payments ($)     Aggregate Medical, Dental and Vision Payments ($)(1)   Peter A. Altabef      4,374,000       36,041   Inder M. Singh         997,500       17,420   Jeffrey E. Renzi         926,250       11,320   Eric Hutto         950,000       17,420   Andrew J. Stafford      1,122,841         1,841   (1) Mr. Stafford would continue to receive life insurance coverage for up to one year under the applicable program that applies to U.K. employees. Name    Aggregate Termination Payments ($)      Aggregate Medical, Dental and Vision Payments ($)   Peter A. Altabef      4,756,800        34,306   Inder M. Singh      1,160,250        16,581   Eric Hutto      1,160,250        18,789   TarekEl-Sadany         945,750        18,773   Jeffrey E. Renzi         926,250        11,404   The Current Named Officers are also each party to a change in control agreement with the Company, as described below. They are not entitled to receive duplicate payments under their change in control agreement and the above-described agreements. In the event of a conflict, they will be entitled to the benefits under their change in control agreement. Change in Control Agreements The Company has entered into change in control employment agreements with its executive officers, including the Current Named Officers. The agreements are intended to retain the services of these executives and provide for continuity of management in the event 70 of any actual or threatened change in control. Mr. Altabef’s change in control employment agreement is substantially similar to the other executive officer’s change in control employment agreements except that the lump sum payment relating to annual salary and bonus will be equal to two and a half times the sum of his annual base salary plus the higher of his target bonus prior to the change of control, the highest annual bonus paid in the three years prior to the change of control or the annual bonus paid after the change of control. Mr. Stafford’s change in control employment agreement is also substantially similar to the other executive officers’ change in control employment agreements except that his has been modified to reflect that he is employed by and receives benefits from a subsidiary of the Company in the U.K. with terms relating to the continuation of health and benefits customary in that country. The material terms of each of the change in control employment agreements with the Current Named Officers are summarized below. 58 A change in control is generally defined as (1) the acquisition of 20% or more of Unisys common stock, (2) a change in the majority of the Board of Directors unless approved by the incumbent directors (other than as a result of a contested election) and (3) certain reorganizations, mergers, consolidations, liquidations or dissolutions. Each agreement has a term ending on the third anniversary of the date of the change in control and provides that in the event of a change in control each executive will have specific rights and receive certain benefits. Those benefits include the right to continue in the Company’s employ during the term, performing comparable duties to those being performed immediately prior to the change in control and at compensation and benefit levels that are at least equal to the compensation and benefit levels in effect immediately prior to the change in control. For purposes of determining compensation levels, base salary must be at least equal to the highest salary paid or payable to the executive during the 12 months preceding the change in control, and bonus must be at least equal to the highest bonus paid or payable to the executive under the EVC Plan (or any comparable bonus or retention amount under any predecessor or successor plan or retention agreement) for the three fiscal years preceding the change in control (the “Recent Annual Bonus”). If, following a change in control, the Company terminates the executive without cause or the executive terminates employment for good reason (generally defined as a reduction in the executive’s compensation or responsibilities or a change in the executive’s job location), the terminated executive will be entitled to receive special termination benefits. These benefits are as follows: (1) apro-rated bonus for the year in which the termination occurs (based on the higher of (a) the Recent Annual Bonus and (b) the annual bonus paid or payable for the most recent fiscal year during the term of the agreement (such higher amount, the “Highest Annual Bonus”)), (2) a lump sum payment equal to two years of salary and bonus (based on the highest salary paid or payable during the term of the agreement and the Highest Annual Bonus) (or, in the case of Mr. Altabef, as described above), (3) a lump sum payment equal to the amount of premiums the Company would have paid to continue the executive in the Company’s welfare (other than health) plans for thetwo-year period, (4) for two years following the termination of employment, continued eligibility for coverage under the Company’s health plans at the same premium rates applicable to active employees and (6)(5) outplacement services. To receive health coverage, the executive will be required to pay the full premium charged for the coverage. The Company will then reimburse the executive the amount of the premium that exceeds the amount the executive would have paid as an employee. Except as described below, if any payment or distribution by the Company to the executive is determined to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the payment or distribution will be reduced to 71 avoid the imposition of the excise tax if doing so would result in greaterafter-tax benefits to the executive. The executive is under no obligation to mitigate amounts payable under these agreements. 59 Summary If the Current Named Officers had become entitled to the special termination benefits described above on the last business day of 2016,2017, they would have received the following:   Name   Pro-Rata Bonus ($)   Lump Sum Payment for Salary and Bonus ($)   Value of Outplacement Services ($)(1)   Welfare Benefit Plan Premiums ($)   Health Coverage Payments ($)   Total ($)(2)      Pro-Rata Bonus ($)      Lump Sum Payment for Salary and Bonus ($)      Value of Outplacement Services ($)(1)      Welfare Benefit Plan Premiums ($)      Health Coverage Payments ($)      Total ($)(2)   Peter A. Altabef     1,312,200        5,710,500        50,000        20,264        36,041        7,129,005         1,551,555         6,356,388         50,000         20,264         34,306         8,012,513    Inder M. Singh     472,500        1,995,000        50,000        12,628        36,041        2,566,169         459,777         2,109,554         50,000         13,543         34,306         2,667,180    Eric Hutto      574,650         2,339,300         50,000         13,820         38,877         3,016,646    TarekEl-Sadany      415,664         1,801,328         50,000         11,384         38,842         2,317,218    Jeffrey E. Renzi     487,350        1,924,700        50,000        9,789        23,421        2,495,260         576,246         2,102,492         50,000         9,789         23,596         2,762,123    Eric Hutto     340,200        1,680,400        50,000        13,181        36,041        2,119,822    Andrew J. Stafford     547,025        2,245,682        50,000        1,234        607        2,844,548        (1) The agreements provide for reasonable outplacement services directly related to the termination of the executive’s employment. The executive may select the provider of outplacement services, and therefore, the costs actually incurred will vary by individual. The Company believes that the amounts shown in this column are a reasonable estimate of the potential costs of outplacement services.   (2) Amounts shown in this column do not include the value of the vested awards shown in the tables below under “Long-Term Incentive Plans”. Long-Term Incentive Plans Under the Company’s long-term incentive plans, if a change in control occurs and a participant’s employment terminates for “good reason” or other than for cause within 24 months of the change in control, all stock options and Time-Based RSUs will become fully vested, apro-rata portion (based on the completed portion of the related performance cycle) of the target amount of Performance-Based RSUs granted under the Unisys Corporation 2003 Long-Term Incentive and Equity Compensation Plan, and the full amount of the target amount of Performance-Based RSUs granted under the Unisys Corporation 2010 Long-Term Incentive and Equity Compensation Plan and the 2016 Plan will vest. If a change in control and a termination of employment had occurred on the last business day of 2016,2017, the Current Named Officers would have become vested in the following number of RSUs, having the following values, and would have become entitled to receive the following amount of long-term performance cash:   Name   Vested Restricted Stock Units (#)   Value of Vested Restricted Stock Units (1)($)   Value of Vested Long- Term Performance Cash ($)      Vested Restricted Stock Units (#)      Value of Vested Restricted Stock Units (1)($)      Value of Vested Long- Term Performance Cash ($)   Peter A. Altabef     328,393       4,909,475       1,434,000        440,869        3,593,082        2,489,300   Inder M. Singh     35,000       523,250       189,000        66,522        542,154        426,000   Eric Hutto      75,856        618,226        444,467   Tarek El-Sadany      68,440        557,786        377,134   Jeffrey E. Renzi     75,518       1,128,994       281,800        78,883        642,896        420,867   Eric Hutto     48,986       732,341       216,700   Andrew J. Stafford     59,600       891,020       300,000       (1) Based on the $14.95$8.15 closing price of Unisys common stock on December 30, 2016.29, 2017.   72 60 In addition, the following number of stock options would have become exercisable at the following exercise prices:   Name    Stock Options (#)      Exercise Price ($)      Stock Options (#)      Exercise Price ($)   Peter A. Altabef      93,333        28.19        46,666        28.19   Inder M. Singh      -        -        -        -   Jeffrey E. Renzi      11,999        32.90        20,499        22.60   Eric Hutto      3,333        21.77        2,378        13.00        4,756        13.00        1,666        21.77   Andrew J. Stafford      -        -   TarekEl-Sadany      7,333        20.95   Jeffrey E. Renzi      10,249        22.60   A discussionCEO Pay Ratio Pursuant to Item 402(u) of amounts payableRegulationS-K, the Company is required to provide the following information with respect to the Named Officers underyear ended December 31, 2017: The median of the pension plans sponsored byannual total compensation of all employees of the Company begins(other than Mr. Altabef, the Company’s Chief Executive Officer) was $30,381. The annual total compensation of Mr. Altabef, the Company’s Chief Executive Officer, was $7,530,080. Based on page 65.this information, the ratio of the annual total compensation of the Company’s Chief Executive Officer to the median of the annual total compensation of all employees is 248 to 1. To identify the median paid employee and determine such employee’s annual total compensation, the Company assessed its employee population as of December 31, 2017 and determined employee compensation using the12-month period ending December 31, 2017. On this date, the Company’s employee population consisted of 20,593 individuals. Approximately 75% of the Company’s employees are based in countries in which the average pay is less than the average pay of the Company’s associates in the United States. The Company also calculated the Chief Executive Officer pay ratio using its U.S. population. The median of the annual total compensation of the Company’s U.S. employees (other than Mr. Altabef) was $85,201 as of December 31, 2017. Based on this information, the ratio of total annual compensation of the Company’s Chief Executive Officer to the median of the annual total compensation of the Company’s U.S. employees is 88 to 1. The Company determined its median employee by: (i) calculating total target cash compensation as the sum of salary and target variable compensation, including target sales bonus, for each of the Company’s employees, (ii) ranking the total target cash compensation of all employees except for the Chief Executive Officer from lowest to highest, and (iii) picking the employee who was in the middle of the list. GENERAL MATTERS Section 16(a) Beneficial Ownership Reporting Compliance The Company’s directors and officers are required to file reports with the SEC concerning their ownership of Unisys equity securities. During 2016,2017, no officers or directors had any late filings. 61 Policy on Confidential Voting It is the Company’s policy that all stockholder proxies, ballots and voting materials that identify the vote of a specific stockholder shall, if requested by that stockholder on such proxy, ballot or materials, be kept permanently confidential and shall not be disclosed to the Company, its affiliates, directors, officers and employees or to any third parties, except as may be required by law, to pursue or defend legal proceedings or to carry out the purpose of, or as permitted by, the policy. Under the policy, vote tabulators and inspectors of election are to be independent parties who are unaffiliated with and are not employees of the Company. The policy provides that it may, under certain circumstances, be suspended in the event of a proxy solicitation in opposition to a solicitation of management. The Company may at any time be informed whether or not a particular stockholder has voted. Comments written on proxies or ballots, together with the name and address of the commenting stockholder, will also be made available to the Company. Stockholder Proposals and Nominations Stockholder proposals submitted to the Company pursuant to Rule14a-8 of the Exchange Act (“Rule14a-8”) for inclusion in the proxy materials for the 20182019 annual meeting of stockholders must be received by the Company by November 18, 2017.16, 2018. Any stockholder who intends to present a proposal at the 20182019 annual meeting and has not sought to include the proposal in the Company’s proxy materials pursuant to Rule14a-8 must deliver notice of the proposal to the Company no later than January 26, 2018.25, 2019. Any stockholder who intends to make a nomination for the Board of Directors at the 20182019 annual meeting must deliver to the Company no later than January 26, 2018February 8, 2019 (a) a notice setting forth (i) the name, age, business and residence addresses of each nominee, 73 (ii) the principal occupation or employment of each nominee, (iii) the number of shares of Unisys capital stock beneficially owned by each nominee, (iv) a statement that the nominee is willing to be nominated and (v) any other information concerning each nominee that would be required by the SEC in a proxy statement soliciting proxies for the election of the nominee and (b) the directors’ questionnaire, representation and agreement required by Article I, Section 8 of the Company’s Bylaws. Householding of Proxy Materials This year, a number of brokers with accountholders who are owners of Unisys common stock will be “householding” our proxy materials. This means that only one copy of the Notice and/or this proxy statement and the 20162017 annual report may have been sent to you and the other Unisys stockholders who share your address. Householding is designed to reduce the volume of duplicate information that stockholders receive and the Company’s printing and mailing expenses. If your household has received only one copy of the proxy materials, and you would prefer to receive separate copies of these documents, either now or in the future, please call us at215-986-6999, or write us at Investor Relations, Unisys Corporation, 801 Lakeview Drive, Suite 100, Blue Bell, PA 19422. We will deliver separate copies promptly. If you are now receiving multiple copies of our proxy materials and would like to have only one copy of these documents delivered to your household in the future, please contact us in the same manner. 62 Forward LookingForward-Looking Statements These proxy materials contain information that may constitute “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects” and similar expressions may identify such forward-looking statements. All forward-looking statements rely on assumptions and are subject to risks, uncertainties and other factors that could cause the Company’s actual results to differ materially from expectations. Factors that could affect future results include, but are not limited to, those discussed under “Risk Factors” and in Part I, Item 1A of the Company’s 20162017 Form10-K. Any forward-looking statement speaks only as of the date on which that statement is made. The Company assumes no obligation to update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement is made. Other Matters At the date of this proxy statement, the Board of Directors knows of no matter that will be presented for consideration at the annual meeting other than those described in this proxy statement. If any other matter properly comes before the annual meeting, the persons appointed as proxies will vote thereon in their discretion. The Company will bear the cost of soliciting proxies. Such cost will include charges by brokers and other custodians, nominees and fiduciaries for forwarding proxies and proxy material to the beneficial owners of Unisys common stock. Solicitation may also be made 74 personally or by telephone by the Company’s directors, officers and regular employees without additional compensation. In addition, the Company has retained Alliance Advisors to assist in the solicitation of proxies for a fee of approximately $22,500, plus expenses. By Order of the Board of Directors,   Gerald P. Kenney Senior Vice President, General Counsel and Secretary Dated: March 17, 2017 16, 2018   75 63                UNISYS CORPORATION         801 LAKEVIEW DRIVE, SUITE 100         BLUE BELL, PA 19422 VOTE BY INTERNET—INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions. Your Internet vote authorizes the named proxies to vote the shares in the same manner as if you marked, dated, signed and returned the proxy card. Internet voting is available until 11:59 p.m. Eastern Time the day before thecut-off or annual meeting date. Have your proxy UNISYS CORPORATION card in hand when you access the website and follow the instructions provided. 801 LAKEVIEW DRIVE, SUITE 100 ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS BLUE BELL, PA 19422 If you would like to reduce the costs incurred by Unisys Corporation in mailing proxy materials, you can consent to receive all future proxy statements, annual reports and proxy cards electronically. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. VOTE BYTELEPHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Your telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, dated, signed and returned the proxy card. Telephone voting is available until 11:59 p.m. Eastern Time the day before thecut-off or annual meeting date. Have your proxy card in hand when you access the website and follow the instructions provided. ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Unisys Corporation in mailing proxy materials, you can consent to receive all future proxy statements, annual reports and proxy cards electronically. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. VOTE BY TELEPHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Your telephone vote authorizes the named proxies to vote the shares in the same manner as if you marked, dated, signed and returned the proxy card. Telephone voting is available until 11:59 p.m. Eastern Time the day before thecut-off or annual meeting date. Have your proxy card in hand when you call and follow the instructions provided. VOTE BY MAIL Mark, date, sign and return your proxy card in the enclosed envelope or return it to Unisys Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E19035-P87687-Z69484 E41085-P00838-Z71595                 KEEP THIS PORTION FOR YOUR RECORDS — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY UNISYS CORPORATION THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1 THROUGH 4 AND A VOTE FOR “ONE YEAR” FOR ITEM 5 1. Election of Directors For Against Abstain Nominees: 1a. Peter A. Altabef 1b. Jared L. Cohon For Against Abstain 1c. Alison Davis 2. Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting 1d. Nathaniel A. Davis rm for 2017; 3. Approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of 1e. Denise K. Fletcher authorized shares of the Company’s common stock from 100,000,000 to 150,000,000; 1f. Philippe Germond    4. Advisory vote on executive compensation; One Two Three 1g. Paul E. Martin Year Years Years Abstain 1h. Lee D. Roberts 5. Advisory vote on the frequency of holding an advisory vote on executive compensation. 1i. Paul E. Weaver     Mark here for address change or comments. SEE REVERSE SIDE Yes No The shares represented by this proxy, when properly executed, will be voted in the Please indicate if you would like to keep your vote confidential. manner directed herein by the undersigned stockholder(s). If no direction is given, this proxy will be voted as recommended by the Board of Directors. The trustee for the Savings Plan will vote as described on page 2 of the proxy statement. Please sign exactly as name appears hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date UNISYS CORPORATION     THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”     ITEMS 1 THROUGH 3 1.   Election of Directors For Against Abstain Nominees: 1a.   Peter A. Altabef ☐ ☐ ☐ 1b.  Jared L. Cohon ☐ ☐ ☐ 2.   Ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2018; For Against Abstain 1c.   Nathaniel A. Davis 1d.  Denise K. Fletcher ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ 1e.   Philippe Germond ☐ ☐ ☐ 3.   Advisory vote on executive compensation. ☐ ☐ ☐ 1f.   Deborah Lee James ☐ ☐ ☐ 1g.  Paul E. Martin ☐ ☐ ☐ 1h.  Regina Paolillo ☐ ☐ ☐ 1i.   Lee D. Roberts ☐ ☐ ☐ Mark here for address change or comments. SEE REVERSE SIDE ☐ Yes No The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is given, this proxy will be voted as recommended by the Board of Directors. The trustee for the Savings Plan will vote as described on page 2 of the proxy statement. Please indicate if you would like to keep your vote confidential. ☐ ☐ Please sign exactly as name appears hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date UNISYS Annual Meeting of Stockholders April 26, 2017 2018 8:00 a.m., local time JW Marriott 160 Central Park South New York, NY 10019 Courtyard Philadelphia Downtown 21 N. Juniper Street Philadelphia, PA 19107 YOUR VOTE IS IMPORTANT THANK YOU FOR VOTING Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Notice of 20172018 Annual Meeting and Proxy Statement and 20162017 Annual Report are available at www.proxyvote.com. — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — E41086-P00838-Z71595 UNISYS CORPORATION PROXY FOR ANNUAL MEETING TO BE HELD APRIL 26, 2017 2018 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Peter A. Altabef, Nathaniel A. Davis and Denise K. Fletcher, and Paul E. Weaver, and each of them, proxies with power of substitution, to vote all shares of common stock which the undersigned is entitled to vote at the 20172018 Annual Meeting of Stockholders of Unisys Corporation, and at any adjournments thereof, as directed on the reverse side hereof with respect to the items set forth in the accompanying proxy statement and in their discretion upon such other matters as may properly come before the meeting. This card also provides voting instructions (for shares credited to the account of the undersigned, if any) to the trustee for the Unisys Savings Plan (the “Savings Plan”) as more fully described on page 2 of the proxy statement. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. IF YOU ARE VOTING BY MAIL, PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY/VOTING INSTRUCTION CARD IN THE ENCLOSED ENVELOPE. Address Changes/Comments: Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)