Western Union 2013 Annual Report Download - page 101

83 | The Western Union Company – Proxy Statement
Proposal 6 PROXY STATEMENT
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
It is also important to note that the Company has been a leader in adopting good governance practices in recent
years, including initiating the declassification of the Board, granting stockholders the right to call a special meeting,
and adopting a “proxy access” By-Law amendment. Adopting good governance practices, however, should be
driven by reasoned consideration and thoughtful implementation rather than by good intentions that result in new
but unnecessary governance structures. The Board does not believe that amending the By-Laws to require the
establishment of a committee is an effective way for the Company’s practices and goals to continually evolve and
improve in response to changing conditions. Instead, such an additional and redundant committee would distract the
Board from its other responsibilities to the Company and its stockholders while not adding to the Company’s existing
commitment to human rights and social responsibility.
Required Vote
The affirmative vote of the holders of a majority of the outstanding capital stock entitled to vote on the subject matter
is required to approve this Proposal 6.
THE BOARD RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 6.