Western Union 2013 Annual Report Download - page 90

The Western Union Company – Proxy Statement | 72
Proposal 2 PROXY STATEMENT
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Proposal 2
Advisory Vote to Approve Executive Compensation
The Company is providing stockholders an advisory
vote to approve executive compensation as required
by Section 14A of the Exchange Act. Section 14A
was added to the Exchange Act by Section 951 of the
Dodd-Frank Act. The advisory vote to approve executive
compensation is a non-binding vote on the compensation
of the Company’s named executive officers, as described
in the Compensation Discussion and Analysis section,
the tabular disclosure regarding such compensation,
and the accompanying narrative disclosure, set forth
in this Proxy Statement. The advisory vote to approve
executive compensation is not a vote on the Company’s
general compensation policies or the compensation
of the Company’s Board of Directors. The Dodd-Frank
Act requires the Company to hold the advisory vote to
approve executive compensation at least once every three
years. At the 2011 Annual Meeting of Stockholders, the
Company asked stockholders to indicate if it should hold
an advisory vote to approve the compensation of named
executive officers every one, two or three years, with
the Board recommending an annual advisory vote. Our
stockholders approved this recommendation. Because the
Board views it as a good corporate governance practice,
the Company is again asking stockholders to approve the
compensation of named executive officers as disclosed in
this Proxy Statement.
At the 2013 Annual Meeting of Stockholders, the
Company provided stockholders with the opportunity
to cast an advisory vote to approve the compensation
of the Company’s named executive officers as disclosed
in the Proxy Statement for the 2013 Annual Meeting
of Stockholders, and the Company’s stockholders
overwhelmingly approved the proposal, with approval by
more than 97% of the votes cast for the proposal at the
2013 Annual Meeting of Stockholders.
The Company believes that its compensation policies
and procedures, which are outlined in the Compensation
Discussion and Analysis section of this Proxy Statement,
support the goals of:
• Aligning our executives’ goals with our stockholders’
interests;
• Holding our executives accountable and rewarding
them for successful results; and
• Attracting, retaining, and motivating outstanding
executive talent.
The Compensation Committee of the Board continually
reviews the Company’s executive compensation and
benefits program to evaluate whether it achieves these
goals, and ultimately serves the interests of the Company’s
stockholders. The Company’s executive compensation
practices include the following, as discussed in more detail
in the Compensation Discussion and Analysis section of
this Proxy Statement.
• What We Do:
 Pay-for-performance.
 Linkage between performance measures and
strategic objectives.
 Emphasis on future pay opportunity vs. current pay.
 Outside compensation consultant.
 “Double trigger” in the event of a change-in-control.
 Maximum payout caps for annual cash incentive
compensation and performance-based restricted stock
unit awards.
 “Clawback” Policy.
 Robust stock ownership guidelines.