Western Union 2013 Annual Report Download - page 14

The Western Union Company – Proxy Statement | ii
Proxy Summary PROXY STATEMENT
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Information about our Board and Committees (Page 7)
Number of
Members Independence
Number of Meetings
During Fiscal Year 2013
Full Board 11 91% 8
Audit Committee 5100% 11
Compensation and Benefits Committee 4100% 6
Corporate Governance and Public Policy Committee 4100% 9
Compliance Committee 5100% of voting members 8
Governance Highlights (Page 15)
Annual Election of Directors (approved by stockholders in 2012; phase-in began in 2013)
Proxy Access
Majority Vote in Standard Uncontested Elections
Stockholder Right to Call Special Meetings
No Stockholder Rights Plan (“Poison Pill”)
No Supermajority Voting Provisions in the Company’s Organizational Documents
Independent Board, except our Chief Executive Officer
Independent Non-Executive Chairman
Independent Board Committees
Confidential Stockholder Voting
Committee Authority to Retain Independent Advisors
Robust Codes of Conduct
Stock Ownership Guidelines for Senior Executives and Directors
Prohibition on Pledging and Hedging of Company Stock by Senior Executives and Directors
Stockholder Engagement
Core Components of Executive Compensation (Page 43)
• Base Salary - Fixed compensation component payable in cash
• Annual Incentive Awards - Variable compensation component payable based on performance against annually
established performance objectives
• PerformanceBasedRestrictedStockUnits-StockunitsthatvestbasedontheCompany’sachievementoffinancial
performance objectives and are subject to a relative total shareholder return performance measure
• StockOptions-Nonqualifiedstockoptionsthatexpiretenyearsaftergrantandbecomeexercisablein25%annual
increments over a four-year vesting period