Western Union 2013 Annual Report Download - page 23

Proxy Statement and Proxy Process PROXY STATEMENT
5 | The Western Union Company – Proxy Statement
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
HOW ARE ABSTENTIONS
TREATED?
Whether you own your shares as a Registered Holder or through a broker,
abstentions are counted toward the quorum requirement and are counted as votes
“against” a proposal, other than the proposal for the election of directors.
IF I OWN MY
SHARES THROUGH A
BROKER, HOW IS MY
VOTE RECORDED?
Brokers typically own shares of Common Stock for many stockholders. In this
situation, the Registered Holder on the Company’s stock register is the broker
or its nominee. This often is referred to as holding shares in “Street Name.” The
“Beneficial Owners” do not appear in the Company’s stockholder register. If you
hold your shares in Street Name, and elect to vote via telephone or the Internet,
your vote will be submitted to your broker. If you request paper Proxy Cards and
elect to vote by mail, the accompanying return envelope is addressed to return your
executed Proxy Card to your broker. Shortly before the meeting, each broker totals
the votes submitted by telephone, Internet, or mail by the Beneficial Owners for
whom it holds shares, and submits a Proxy Card reflecting the aggregate votes of
such Beneficial Owners.
IS MY VOTE
CONFIDENTIAL?
In accordance with the Company’s Corporate Governance Guidelines, the vote
of any stockholder will not be revealed to anyone other than a non-employee
tabulator of votes or an independent election inspector, except (i) as necessary to
meet applicable legal and stock exchange listing requirements, (ii) to assert claims
for or defend claims against the Company, (iii) to allow the Inspectors of Election to
certify the results of the stockholder vote, (iv) in the event a proxy, consent, or other
solicitation in opposition to the voting recommendation of the Board of Directors
takes place, (v) if a stockholder has requested that his or her vote be disclosed, or
(vi) to respond to stockholders who have written comments on Proxy Cards.
CAN I REVOKE MY
PROXY AND CHANGE
MY VOTE?
Yes. You have the right to revoke your proxy at any time prior to the time your
shares are voted. If you are a Registered Holder, your proxy can be revoked in
several ways: (i) by timely delivery of a written revocation delivered to the Corporate
Secretary, (ii) by timely submission of another valid proxy bearing a later date
(including through any alternative voting procedure described on the Notice of
Internet Availability of Proxy Materials or Proxy Card), or (iii) by attending the Annual
Meeting and giving the Inspectors of Election notice that you intend to vote your
shares in person. If your shares are held by a broker, you must contact your broker
in order to revoke your proxy.
WILL ANY OTHER
BUSINESS BE
TRANSACTED AT THE
MEETING? IF SO, HOW
WILL MY PROXY BE
VOTED?
Management does not know of any business to be transacted at the Annual
Meeting other than those matters described in this Proxy Statement. The period
specified in the Company’s By-Laws for submitting additional proposals to be
considered at the Annual Meeting has passed and there are no such proposals to
be considered. However, should any other matters properly come before the Annual
Meeting, and any adjournments and postponements thereof, shares with respect to
which voting authority has been granted to the Proxies will be voted by the Proxies
in accordance with their judgment.
WHO COUNTS THE
VOTES?
Votes will be counted and certified by the Inspectors of Election, who are employees
of Wells Fargo Bank, N.A., the Company’s Transfer Agent and Registrar. If you are
a Registered Holder, your telephone or Internet vote is submitted, or your executed
Proxy Card is returned, directly to Wells Fargo for tabulation. As noted above, if you
hold your shares through a broker, your broker returns a single Proxy Card to Wells
Fargo on behalf of its clients.