Results
Unisys Corporation
10/22/2024 | Press release | Distributed by Public on 10/22/2024 07:42
Material Event Form 8 K
Item 8.01. Other Events.
Unisys Corporation (the "Company") has reached a non-scienter-based administrative proceeding settlement, on a neither admit nor deny basis, with the U.S. Securities and Exchange Commission ("SEC") in connection with the SEC investigation the Company previously disclosed in its quarterly and annual filings with the SEC. Non-scienter-based securities violations are made without any knowledge, intent or recklessness. The violations relate to the Company's policies, procedures, and risk disclosures related to certain cybersecurity incidents, and cybersecurity incident escalation matters that the Company disclosed in November 2022. This settlement fully resolves the Company's SEC investigation.
The Company concluded that it is in the best interests of the Company and its stockholders to constructively resolve this matter with the SEC. Under the terms of the settlement, the Company consented to the entry of an order (the "Order") asserting violations of non-scienter-based provisions of the federal securities laws and rules promulgated thereunder and a cease and desist from committing or causing violations of those securities laws. The Company agreed to pay within ten days of the entry of the Order a $4 million civil penalty, which was fully accrued in the Company's 2023 financials and for which the cash impact was assumed in the Company's 2024 free cash flow. The settlement is not an admission by the Company of any wrongdoing.
The SEC recognized the Company's cooperation in its investigation and the remediation steps the Company has taken in the years since disclosing a material weakness in November 2022, including enhancing disclosure policies and procedures and augmenting its cybersecurity personnel and tools, both internally and externally, to strengthen its cybersecurity risk management and protections.