www.sec.gov/Archives/edgar/data/746838/0000893220-08-00 -
[Cached Version]
Published on: 6/18/2008
Last Visited: 6/20/2008
The five directors whose terms expire in 2008, J.P. Bolduc, James J. Duderstadt, Matthew J. Espe, Denise K. Fletcher and Clay B. Lifflander, have been nominated for reelection.
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CLAY B. LIFFLANDER
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CLAY B. LIFFLANDERMr. Lifflander, 46, is President of Millbrook Capital Management, Inc. and MMI Investments, L.P.Previously, he served as President of the New York City Economic Development Corporation under then Mayor Rudolph Giuliani and as Managing Director in the M&A Group at Smith Barney.He served as Chief Executive Officer of Key Components LLC from 1995 to 2004 and currently serves on the Board of the Hudson River Museum.He is a former Director of Dendrite International, Inc., Key Components and the United Nations Development Corporation.He has served as a Director of Unisys since May 2008.
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On May 20, 2008, the Company entered into an agreement with MMI Investments, L.P. ("MMI"), MCM Capital Management, LLC, Clay B. Lifflander and Charles B. McQuade (collectively, the "MMI Group") pursuant to which Mr. Lifflander was appointed to the class of directors serving until the 2008 annual meeting of stockholders and Mr. McQuade was appointed to the class of directors serving until the 2010 annual meeting.
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On May 20, 2008, the Company entered into an agreement with MMI Investments, L.P. ("MMI"), MCM Capital Management, LLC, Clay B. Lifflander and Charles B. McQuade (collectively, the "MMI Group") pursuant to which Mr. Lifflander was appointed to the class of directors serving until the 2008 annual meeting of stockholders and Mr. McQuade was appointed to the class of directors serving until the 2010 annual meeting.
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In accordance with the agreement, the Board has nominated Mr. Lifflander for election to the Board at the annual meeting.Pursuant to the agreement, Mr. McQuade will be appointed to the Compensation Committee and the Finance Committee, and, assuming his election as a director at the annual meeting, Mr. Lifflander will be appointed to the Nominating and Corporate Governance Committee and the Finance Committee, in each case, immediately following the annual meeting.
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The agreement further provides that if Mr. Lifflander is not elected to the Board at the annual meeting, the Company will promptly appoint to the Board a replacement nominee selected by the MMI Group to serve until the 2009 annual meeting, subject to a determination by the Nominating and Corporate Governance Committee that such individual is qualified, which may not be unreasonably withheld, and the Company will nominate such replacement nominee for election to the Board at the 2009 annual meeting.
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See "Director Nomination Process" above for a description of the agreement, dated May 20, 2008, between the Company and MMI Investments, L.P., MCM Capital Management, LLC, Clay B. Lifflander and Charles B. McQuade.
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Mr. Lifflander and Mr. McQuade are Unisys directors.
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See "Security Ownership by Certain Beneficial Owners and Management" below for the beneficial ownership of Unisys common stock reported by MMI Investments, L.P., MCM Capital Management, LLC and Mr. Lifflander.