Western Union 2013 Annual Report Download - page 93

75 | The Western Union Company – Proxy Statement
Proposal 4 PROXY STATEMENT
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Proposal 4
Stockholder Proposal Regarding Stockholder Action by Written
Consent
John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, California 90278, owner of more than $2,000 worth of
shares of the Company’s Common Stock, has notified the Company that he intends to present a proposal for consideration
at the 2014 Annual Meeting of Stockholders. As required by the Exchange Act, the text of the stockholder proposal and
supporting statement appear as submitted to the Company by the proponent. The Board of Directors and the Company
accept no responsibility for the contents of the proposal or the supporting statement.
[WU: Rule 14a-8 Proposal, December 6, 2013]
Proposal 4 - Right to Act by Written Consent
Resolved, Shareholders request that our board of directors undertake such steps as may be necessary to permit
written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize
the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written
consent is to be consistent with giving shareholders the fullest power to act by written consent in accordance with
applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.
Wet Seal (WTSLA) shareholders successfully used written consent to replace certain underperforming directors in
2012. This proposal topic also won majority shareholder support at 13 major companies in a single year. This included
67%-support at both Allstate and Sprint.
This proposal empowers shareholders by giving them the ability to effect change without being forced to wait until
the annual meeting. Shareholders could replace a director using action by written consent. Shareholder action by
written consent could save our company the cost of holding a shareholder meeting between annual meetings.
This proposal should also be more favorably evaluated due to our company’s clearly improvable corporate governance
performance as reported in 2013:
GMI Ratings, an independent investment research firm, was concerned about our executive pay. GMI said Western
Union can give long-term incentive pay to our CEO for below-median performance.
In regard to our board of directors 5 directors owned zero stock which is not a good sign. Two of our directors,
who were beyond age 70, were potentially over-burdened by director duties at a total of 5 companies each: Jack
Greenberg and Linda Fayne Levinson. Plus Ms. Levinson was on our audit and executive pay committees. And Wulf
von Schimmelmann had director duties at 4 companies. Four other directors each had director duties at 3 companies.
Returning to the core topic of this proposal from the context of our clearly improvable corporate governance, please
vote to protect shareholder value:
Right to Act by Written Consent- Proposal 4