Western Union 2013 Annual Report Download - page 91

73 | The Western Union Company – Proxy Statement
Proposal 2 PROXY STATEMENT
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
• What We Don’t Do:
 No change-in-control tax gross ups.
 No repricing or buyout of underwater stock options.
 Prohibition against employee and director pledging and
hedging of Company securities.
 No dividends or dividend equivalents accrued or paid
on performance-based restricted stock unit awards or
time-based restricted stock unit awards.
Recent Compensation Actions
In late 2012, the Company began implementing pricing
and other strategic investments designed to position the
Company for future growth. In evaluating the 2013 design
of the Company’s executive compensation program,
the Compensation Committee considered that many of
the strategic investments implemented by the Company
beginning in late 2012 were expected to have a negative
impact on 2013 financial performance. Accordingly, for
2013, many of the compensation decisions were designed
to further align the program with the Company’s mid-
and long term operating plans, increase participant
accountability, and drive motivation and retention beyond
2013. These decisions included:
• No Executive Base Salary Increases for 2013 or
2014: There was no change in our named executive
officers’ base salary levels for 2013 or 2014 from levels
effective March 2012.
• No 2012 Chief Executive Officer Bonus: Based
on 2012 Company performance, our Chief Executive
Officer did not receive a bonus in 2013.
• 2013 Annual Incentive Includes Restricted Stock
Unit Component: In 2013, we modified the Company’s
Annual Incentive Plan design to include individual
and/or business unit performance objectives, and a
restricted stock unit award to be granted based on the
achievement of strategic objectives and a threshold
operating income goal to further focus participants on
the long-term performance of the Company.
• 2013 Long Term Incentive Includes TSR Modifier:
We modified the Long-Term Incentive Plan design to
include 2013 and 2014 financial performance metrics,
while still maintaining a longer-term perspective in the
program with a TSR payout modifier.
• Realizable Compensation Lower than Reported
Compensation: Our named executive officers’
realizable compensation has been lower than the
compensation disclosed in our Summary Compensation
Table for fiscal years 2011 to 2013. See the “2013
Realizable Compensation Table” on page 42.
These practices, in combination with a competitive market
review, limited executive perquisites, and reasonable
severance pay multiples contribute to an executive
compensation program that is competitive yet strongly
aligned with stockholder interests.
The Board recommends that you vote in favor of the
following “say-on-pay” resolution:
RESOLVED, that the stockholders of the Company
approve, on an advisory basis, the compensation
of the Company’s named executive officers, as
disclosed pursuant to Item 402 of Regulation S-K in
the Compensation Discussion and Analysis section,
the tabular disclosure regarding such compensation,
and the accompanying narrative disclosure, each as
set forth in the Company’s Proxy Statement for its
2014 Annual Meeting of Stockholders.
Required Vote
The affirmative vote of the holders of a majority of shares
of the Company’s Common Stock present in person
or represented by proxy at the meeting and entitled to
vote on the subject matter is required to approve this
Proposal 2.
Because your vote is advisory, it will not be binding upon
the Board of Directors. However, the Compensation
Committee may take into account the outcome
of the vote when considering future executive
compensation arrangements.
THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE FOR PROPOSAL 2.