Western Union 2013 Annual Report Download - page 22

Proxy Statement and Proxy Process PROXY STATEMENT
The Western Union Company – Proxy Statement | 4
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
HOW MANY VOTES ARE
REQUIRED TO APPROVE
A PROPOSAL?
The Company’s By-Laws (the “By-Laws”) require directors to be elected by the
majority of votes cast with respect to such director in uncontested elections (the
number of shares voted “for” a director must exceed the number of votes cast
“against” that director). In a contested election (a situation in which the number of
nominees exceeds the number of directors to be elected), the standard for election
of directors will be a plurality of the shares represented in person or by proxy at any
such meeting and entitled to vote on the election of directors.
The advisory vote to approve executive compensation (Proposal 2), the ratification
of Ernst & Young LLP’s appointment as independent registered public accounting
firm (Proposal 3), the stockholder proposal regarding allowing stockholders to take
action by written consent (Proposal 4), and the stockholder proposal regarding
political contributions (Proposal 5) each require the affirmative vote of a majority
of the shares of Common Stock present in person or represented by proxy at the
Annual Meeting and entitled to vote thereon. The stockholder proposal regarding
creation of a Board Committee on Human Rights (Proposal 6) requires the
affirmative vote of the holders of a majority of the outstanding Common Stock of
the Company entitled to vote thereon.
WHAT IS THE EFFECT OF
NOT VOTING?
It depends on how ownership of your shares is registered and the proposal to
be voted upon. If you own shares as a Registered Holder, rather than through a
broker, your unvoted shares will not be represented at the meeting and will not
count toward the quorum requirement. Except as described below, and assuming
a quorum is obtained, with respect to each of the other proposals, your unvoted
shares will not affect whether a proposal is approved or rejected.
If you own shares through a broker and do not vote, your broker may represent
your shares at the meeting for purposes of obtaining a quorum. As described in the
answer to the following question, in the absence of your voting instruction, your
broker may or may not vote your shares.
IF I DON’T VOTE, WILL
MY BROKER VOTE
FOR ME?
If you own your shares through a broker and you don’t vote, your broker may
vote your shares in its discretion on some “routine matters.” With respect to other
proposals, however, your broker may not be able to vote your shares for you. With
respect to these proposals, the aggregate number of unvoted shares is reported as
the “broker non-vote.” “Broker non-vote” shares are counted toward the quorum
requirement. “Broker non-vote” shares will have the same effect as a vote against
Proposal 6. With respect to each of the other proposals, a “broker non-vote” share
will not affect the determination of whether the matter is approved. The Company
believes that the proposal to ratify Ernst & Young LLP’s appointment as independent
registered public accounting firm (Proposal 3) set forth in this Proxy Statement is a
routine matter on which brokers will be permitted to vote any unvoted shares.
Other than Proposal 3, the Company believes that all other proposals set forth in
this Proxy Statement are not considered routine matters and brokers will not be
able to vote on behalf of their clients if no voting instructions have been furnished.
Please vote your shares on all proposals.