On May 7, 2020, John Armbruster poured himself a cup of coffee and went into his basement. He moved some papers aside, powered up his computer, checked his notes, and logged onto a digital interface. Armbruster wasn’t writing a novel or playing a game—he was preparing to facilitate the annual shareholder meeting for a global IT firm.
The publicly traded company, Unisys, provides security software and services and other solutions to clients in government, financial services, and commercial markets. As associate general counsel at Unisys, Armbruster manages the corporate law department, which advises on matters related to corporate governance, US Securities and Exchange Commission (SEC), and New York Stock Exchange (NYSE) compliance. Thus, he must ensure the company fulfills its obligation to hold a general meeting of shareholders every year.
That important event usually takes place in a well-appointed hotel conference room in Philadelphia, Pennsylvania. But after the global COVID-19 pandemic hit the United States, the company’s management team realized they might have to find an alternative way to convene investors in 2020.
As the National Basketball Association and other major sports leagues suspended activities in March, just sixty days before Unisys’s scheduled meeting, the company decided to take action.
“The annual shareholder meeting is more than just a required exercise,” Armbruster says. “It’s an important opportunity for our investors to talk to our board and leadership team. It was critical that we protect that process and find a meaningful way for the meeting to take place during an unprecedented event.”
First, Armbruster consulted communication from the SEC to learn how Unisys could satisfy its annual meeting proxy solicitation obligations and meet state and regulatory requirements during the pandemic. He then moved to adapt Unisys’s proxy statement to reflect that the annual meeting would be held virtually. Next, he prepared the Unisys leadership team and board of directors for the change. Lastly, he engaged Broadridge, a global fintech leader with experience conducting virtual shareholder meetings (VSMs).
Broadridge helped Unisys stream audio, video, and a slide presentation to guests and authenticated attendees. Chairman and CEO Peter Altabef and General Counsel Gerry Kenney spoke from different locations in Texas, Armbruster facilitated from Pennsylvania, and board members, employees, and investors joined from their remote locations. The system gave validated stockholders the chance to vote shares or ask questions as the meeting was taking place. As a moderator and administrator, Armbruster fielded questions, monitored voting, and used a live chat function to report technical issues.
Armbruster received only positive feedback on the new system. “We didn’t set out to hold our annual shareholders meeting online, but the process uncovered some hidden benefits,” he says. “We eliminated travel expenses and several costs associated with holding a physical meeting.” Attendance was on par with previous years, and if events warrant for future shareholder meetings to be held online, Armbruster is confident that Unisys will be well positioned to adapt seamlessly.
“John is supremely adaptable—when circumstances change, he is often the first to realize it and make the necessary adjustments,” says Sullivan & Cromwell Partner Krishna Veeraraghavan. “There’s no one I’d rather work alongside in these challenging and changing times.”
The VSM was just one of many important tasks facing Armbruster and his colleagues in 2020’s first quarter. In February, Unisys announced a deal to sell its US federal business to Science Applications International Corporation for $1.2 billion. While the division was a good one for Unisys, Armbruster says the company needed to do something transformative to address its balance sheet and reposition the organization for future growth.
“It’s important that we find a way to maintain good corporate culture even if more people are working from home. If people feel too isolated, we risk losing a part of what makes us great.”
“It was a big divestiture and a game changer for the company. We were fortunate to do it when we did,” he explains. Unisys needed to increase operational flexibility and planned to use net proceeds to pay down debt and reduce pension obligations. The Unisys legal team worked closely with outside counsel and the buyer to expedite closing and finalize the deal on March 13, 2020—just as Unisys closed its headquarters in response to COVID-19.
With the deal complete, the Unisys leadership team turned its full attention to moving 95 percent of its 18,000-person workforce to a work-from-home model. In doing so, the company looked to preserve two critical components: employee safety and client service. The company implemented a robust communication plan to keep employees informed and to establish protocols for illness reporting, rolled out training regarding security and privacy, and ensured that employees had the tools they needed to continue to be productive in a work-from-home environment.
With virtual shareholder meetings, online board meetings, and more people working from home, Unisys executives have asked all leaders to promote wellness and collaboration. Armbruster and other law department leaders are taking extra steps to keep their legal team engaged. Lawyers, paralegals, and support staff are invited to join voluntary check-in calls at the top of each day. These informal meetings give each person the chance to share personal news, talk about work, or simply say hello. Smaller teams meet in groups three times a week, and Armbruster addresses concerns and solicits direct feedback in more infrequent one-on-one meetings.
While many companies worried about people being less productive at home, Armbruster experienced the opposite problem—many of the company’s lawyers and staff are so engaged in helping the company navigate these uncharted waters that they skip meals and lose track of time without the built-in reminders of office life. He promotes the importance of mental health breaks and encourages those on his team to step outside, go for a run, or find another way to take advantage of the increased flexibility working from home can offer.
The transition to remote work presents both opportunities and challenges. As Unisys takes the plunge, Armbruster—like any good lawyer—is trying to spot the risks. “It’s important that we find a way to maintain good corporate culture even if more people are working from home,” he says. “If people feel too isolated, we risk losing a part of what makes us great.”
How does a company instill values like integrity, diversity, or innovation with reduced personal interaction? Armbruster admits the answer is a work in progress. For now, Unisys is emphasizing training and good HR and compliance hygiene to keep employees engaged. The company is also using Yammer and other corporate tools to enhance communication and collaboration.
A lot has changed since the start of 2020. Corporate board meetings happen on Zoom. Investors interact with CEOs online. Employees are finding new ways to stay connected. It’s the new normal—and Unisys is ahead of the curve. “It’s always hard to do something for the first time, but now we have the playbook,” Armbruster says. “We don’t always know exactly what will happen next, but within the Unisys law department, we’re ready to go.”
