Western Union 2013 Annual Report Download - page 45

Compensation of Directors PROXY STATEMENT
27 | The Western Union Company – Proxy Statement
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Our Non-Executive Chairman has the option to receive his
annual retainer fee in the forms discussed above under
“-Equity Compensation.”
Charitable Contributions
Outside directors may participate in the Company’s gift
matching program on the same terms as Western Union’s
executive officers and employees. Under this program,
contributions up to $100,000 per calendar year that
the director makes to the Western Union Foundation
(the “Foundation”) without designating a recipient
organization will be matched by the Company $2 for
every $1 contributed. Contributions made or directed to
be made to an eligible organization, as defined in the
program, up to an aggregate amount of $25,000 per
calendar year will be equally matched by the Company
through the Foundation.
Reimbursements
Directors are reimbursed for their expenses incurred in
attending Board, committee and stockholder meetings,
including those for travel, meals, and lodging.
Indemnification Agreements
Each outside director has entered into a Director
Indemnification Agreement with the Company to
clarify indemnification procedures. Consistent with the
indemnification rights already provided to directors of
the Company in the Company’s Amended and Restated
Certificate of Incorporation, each agreement provides
that the Company will indemnify and hold harmless
each outside director to the fullest extent permitted or
authorized by the General Corporation Law of the State
of Delaware in effect on the date of the agreement or as
such laws may be amended or replaced to increase the
extent to which a corporation may indemnify its directors.
Equity Ownership Guidelines
Each outside director is expected to maintain an equity
investment in Western Union equal to five times his or her
annual cash retainer, which must be achieved within five
years of the director’s initial election to the Board. The
holdings that generally may be counted toward achieving
the equity investment guidelines include outstanding stock
awards or units, shares obtained through stock option
exercise, shares owned jointly with or separately by the
director’s spouse, shares purchased on the open market
and outstanding stock options received in lieu of cash
retainer fees. As of March 20, 2014, all outside directors
have met or, within the applicable period, are expected to
meet, these equity ownership guidelines.
Prohibition on Pledging and Hedging of the
Company’s Securities
The Company’s Insider Trading Policy prohibits the
Company’s directors from pledging the Company’s
securities or engaging in hedging or short-term speculative
trading of the Company’s securities, including, without
limitation, short sales or put or call options involving the
Company’s securities.