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Get filing alertsUnisys appoints Nathaniel Davis as Board Chair following Peter Altabef's retirement
Filed May 4, 2026 · Period ending April 30, 2026 · ~1 min read
Key Changes
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Nathaniel A. Davis appointed Board Chair effective April 30, 2026, replacing retired Chair Peter Altabef. Davis previously served as Lead Independent Director since 2018.
Item 5.02 view on EDGAR → -
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Shareholders rejected charter amendment to eliminate supermajority voting provisions despite 96% approval among votes cast. Proposal failed to meet supermajority threshold required for charter changes.
Item 5.07 verify on EDGAR → -
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All 10 director nominees elected to serve until 2027 annual meeting at April 30 stockholder meeting with 88% of shares represented.
Item 5.07 verify on EDGAR → -
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Lead Independent Director role eliminated as new Chair Davis is already an independent director, consolidating governance structure.
Item 5.02 view on EDGAR →
Summary
Unisys completed a leadership transition at its April 30, 2026 annual meeting, appointing Nathaniel A. Davis as Board Chair following Peter Altabef's retirement. Davis, who has served as Lead Independent Director since 2018, brings continuity to the role. The company eliminated the separate Lead Independent Director position since Davis himself is independent, streamlining its governance structure.
In a notable governance outcome, shareholders overwhelmingly supported eliminating supermajority voting provisions from the company charter—96% of votes cast were in favor—but the proposal still failed because it required a supermajority to pass. This means certain corporate actions will continue requiring higher vote thresholds than a simple majority, potentially making future governance changes more difficult.
Retail investors should monitor how the new Chair navigates strategic decisions and whether management brings the supermajority elimination proposal back in future years. The failed amendment suggests strong shareholder desire for more flexible governance despite the structural barrier to achieving it.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Unisys held its 2026 annual meeting, electing 10 directors and approving executive compensation, auditor ratification, and equity plan amendment.
Added in current filing · verify on EDGAR →
The proposal for approval of the amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions was not approved and received the following vote: 52,943,887 shares for the proposal, 1,935,641 shares against the proposal, 268,189 shares abstaining and 8,709,134 broker non-votes.
Shareholders voted on but did not approve an amendment to eliminate supermajority voting provisions from the company's charter. Despite receiving 52.9 million votes in favor versus only 1.9 million against, the proposal failed to achieve the supermajority threshold required for charter amendments. This means certain corporate actions will continue to require supermajority approval rather than simple majority.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
On April 30, 2026, Unisys Corporation (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). As of the close of business on March 2, 2026, the record date for the Annual Meeting, 72,326,365 shares of the Company’s common stock, par value $0.01 per share ("Common Stock"), were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 63,856,851 shares of the Company Common Stock were voted in person or by proxy, representing 88.28% of the shares entitled to be voted.
Unisys held its annual stockholder meeting on April 30, 2026, with 88.28% of outstanding shares represented. The meeting addressed five proposals including director elections, executive compensation approval, auditor ratification, equity plan amendment, and a charter amendment to eliminate supermajority voting provisions.
Added in current filing · verify on EDGAR →
The 10 director nominees, whose names are set forth below, were elected as directors, constituting the entire Board of Directors (the "Board") of the Company, to serve until the Company’s 2027 annual meeting of stockholders or until their respective successors are duly elected and qualified.
All 10 director nominees were elected to serve until the 2027 annual meeting. The directors include Nathaniel A. Davis, Matthew J. Desch, Philippe Germond, Deborah Lee James, John A. Kritzmacher, Paul E. Martin, Regina M. Paolillo, Troy K. Richardson, Roxanne Taylor, and Michael M. Thomson. All nominees received majority support with votes for ranging from approximately 34 million to 53 million shares.
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The Board will no longer have a Lead Independent Director as Mr. Davis is an independent director.
The company eliminated the Lead Independent Director position because the new Board Chair, Nathaniel A. Davis, is himself an independent director. This represents a governance structure change where the independent Chair role consolidates leadership functions previously split between Chair and Lead Independent Director.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify