Western Union 2013 Annual Report Download - page 32

Proposal 1 PROXY STATEMENT
The Western Union Company – Proxy Statement | 14
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Proposal 1
Election of Directors
The Board of Directors was previously divided into three
classes. At the Company’s 2012 Annual Meeting of
Stockholders, the Company’s stockholders approved a
proposal to amend the Company’s Amended and Restated
Certificate of Incorporation to declassify the Board of
Directors such that each director standing for election or
re-election will be elected to a one-year term beginning
with the directors elected at the 2013 Annual Meeting of
Stockholders. The terms of office of Mr. Devitre, Mr. Ersek,
Mr. Greenberg, Ms. Holden, Ms. Fayne Levinson, Mr. von
Schimmelmann, Ms. Fragos Townsend, and Mr. Trujillo
expire at the 2014 Annual Meeting of Stockholders. Mr. von
Schimmelmann has declined to stand for re-election. Upon
the recommendation of the Corporate Governance and
Public Policy Committee, the Board of Directors appointed
Ms. Fragos Townsend as a director in August 2013, subject
to election by the stockholders at the 2014 Annual Meeting.
Ms. Fragos Townsend was originally recommended to
the Corporate Governance and Public Policy Committee
by a search firm. Mr. Devitre, Mr. Ersek, Mr. Greenberg,
Ms. Holden, Ms. Fayne Levinson, and Mr. Trujillo have been
nominated for re-election, and Ms. Fragos Townsend has
been nominated for election, through the 2015 Annual
Meeting of Stockholders, or until a successor is elected
and qualified. (See the “Board of Directors Information”
section of this Proxy Statement for information concerning
all directors.) In the case of a vacancy, the Board of Directors
may elect another director as a replacement, may leave the
vacancy unfilled or may reduce the number of directors.
If re-elected or elected, as applicable, the terms of
Mr. Devitre, Mr. Ersek, Mr. Greenberg, Ms. Holden,
Ms. Fayne Levinson, Ms. Fragos Townsend, and Mr. Trujillo
will expire at the 2015 Annual Meeting of Stockholders.
The terms of Mr. Goodman, Mr. Mendoza, and Mr. Miles
also expire at the 2015 Annual Meeting of Stockholders.
At the 2015 Annual Meeting of Stockholders, and at
subsequent Annual Meetings of Stockholders, all directors
will be elected on an annual basis for one-year terms.
The Company’s 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.
Under the Company’s By-Laws, if an incumbent director
is not elected, the director will promptly tender his or
her resignation to the Board of Directors. The Corporate
Governance and Public Policy Committee will make a
recommendation to the Board of Directors as to whether to
accept or reject the resignation of such incumbent director,
or whether other action should be taken. The Board of
Directors will act on the resignation, taking into account
the Corporate Governance and Public Policy Committee’s
recommendation, and publicly disclose (by a press release,
a filing with the SEC or other broadly disseminated means
of communication) its decision regarding the tendered
resignation and the rationale behind the decision within
90 days following certification of the election results. If
such incumbent director’s resignation is not accepted by the
Board of Directors, such director will continue to serve until
the next annual meeting and until his or her successor is
duly elected or his or her earlier resignation or removal.
Your shares will be voted as you instruct via the telephone
or Internet voting procedure described on the Proxy Card
or the Notice of Internet Availability of Proxy Materials,
or as you specify on your Proxy Card(s) if you elect to
vote by mail. If unforeseen circumstances (such as death
or disability) require the Board of Directors to substitute
another person for any of the director nominees, your
shares will be voted for that other person.
THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE TO RE-ELECT MR. DEVITRE,
MR. ERSEK, MR. GREENBERG, MS. HOLDEN,
MS. FAYNE LEVINSON AND MR. TRUJILLO,
AND TO ELECT MS. FRAGOS TOWNSEND, AS
DIRECTORS TO SERVE UNTIL THE 2015 ANNUAL
MEETING OF STOCKHOLDERS OR UNTIL
THEIR RESPECTIVE SUCCESSORS ARE ELECTED
AND QUALIFIED.