Western Union 2013 Annual Report Download - page 104

The Western Union Company – Proxy Statement | 86
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
(2) The number of shares held and percentage of outstanding shares were obtained from the holder’s Schedule 13G
filing with the Securities and Exchange Commission dated February 14, 2014, which reports ownership as of
December 31, 2013. The Schedule 13G filing indicates that the holder had sole power to vote or direct the vote of
1,687,784 shares, sole power to dispose of or direct the disposition of 46,151,981 shares, and shared power to vote
or direct the vote, and shared power to dispose of or direct the disposition of no shares.
(3) The number of shares held and percentage of outstanding shares were obtained from the holder’s Schedule
13G filing with the Securities and Exchange Commission dated February 12, 2014, which reports ownership as of
December 31, 2013. The Schedule 13G filing indicates that the holder had sole power to vote or direct the vote of
922,569 shares, sole power to dispose of or direct the disposition of 38,766,512 shares, and shared power to vote or
direct the vote of no shares, and shared power to dispose of or direct the disposition of 847,983 shares.
(4) The number of shares held and percentage of outstanding shares were obtained from the holder’s Amendment
No. 3 to Schedule 13G filing with the Securities and Exchange Commission dated February 10, 2014, which reports
ownership as of December 31, 2013. The Schedule 13G filing indicates that the holder had sole power to vote or
direct the vote of 34,112,408 shares and sole power to dispose of or direct the disposition of 39,303,241 shares, and
shared power to vote or direct the vote of, and shared power to dispose of or direct the disposition of, no shares.
(5) Does not include ownership by Scott T. Scheirman, as he is no longer employed by the Company. The number
of shares reported includes shares covered by options that are exercisable within 60 days of March 20, 2014 as
follows: Mr. Devitre, 149,196; Mr. Ersek, 1,478,080; Mr. Goodman, 36,814; Mr. Greenberg, 440,160; Ms. Holden,
53,980; Ms. Fayne Levinson, 143,253; Mr. Mendoza, 152,009; Mr. Miles, 53,980; Mr. von Schimmelmann, 26,789;
Ms. Fragos Townsend 21,876; Mr. Trujillo, 36,814; Mr. Agrawal, 306,327; Mr. Dye, 50,832; Mr. Thompson, 64,888;
all directors and executive officers as a group, 3,576,468.
(6) Mr. Devitre shares with his spouse the power to vote or direct the vote of, and the power to dispose or direct the
disposition of, 23,800 shares.
(7) Mr. Trujillo shares with his spouse through a family trust the power to vote or direct the vote of, and the power to
dispose or direct the disposition of, 11,800 shares.
(8) Does not include Scott T. Scheirman, as he is no longer employed by the Company.
Certain Transactions and Other Matters PROXY STATEMENT
Certain Transactions and Other Matters
We or one of our subsidiaries may occasionally enter
into transactions with certain “related persons.” Related
persons include our executive officers, directors, nominees
for directors, 5% or more beneficial owners of our
Common Stock and immediate family members of these
persons. We refer to transactions involving amounts in
excess of $120,000 and in which the related person has
a direct or indirect material interest as “related person
transactions.” Each related person transaction must be
approved or ratified in accordance with the Company’s
written Related Person Transactions Policy by the
Corporate Governance and Public Policy Committee of
the Board of Directors or, if the Corporate Governance
and Public Policy Committee of the Board of Directors
determines that the approval or ratification of such
related person transaction should be considered by all
disinterested members of the Board of Directors, by the
vote of a majority of such disinterested members.
The Corporate Governance and Public Policy Committee
considers all relevant factors when determining whether
to approve a related person transaction including, without
limitation, the following:
• the size of the transaction and the amount payable to a
related person;
• the nature of the interest of the related person in the
transaction;
Stock Beneficially Owned by Directors,
Executive Officers and Our Largest Stockholders PROXY STATEMENT