Western Union 2014 Annual Report Download - page 104

The Western Union Company – Proxy Statement | 86
Proposal 5 PROXY STATEMENT
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Proposal 5
Stockholder Proposal Regarding Stockholder Action by Written
Consent
John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, CA 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 2015 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 of such proposal. 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, November 28, 2014]
Proposal 5 - 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 applicable law and consistent with giving shareholders the fullest power to act by
written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent
consistent with applicable law.
A shareholder right to act by written consent and to call a special meeting are 2 complimentary ways to bring an
important matter to the attention of both management and shareholders outside the annual meeting cycle.
A shareholder right to act by written consent is one method to equalize our limited provisions for shareholders to call
a special meeting. For instance it takes 20% of Western Union shareholders, with at least one-year of continuously
stock ownership, to call a special meeting. Delaware law allows 10% of shareholders to call a special meeting without
mandating a holding period.
Potentially 50% of Western Union shareholders could be disenfranchised from having any voice whatsoever in calling
a special meeting due to our one-year rule. The average holding period for stock is less than one-year according to
“Stock Market Investors Have Become Absurdly Impatient.”
Our clearly improvable corporate governance (as reported in 2014) is an added incentive to vote for this proposal:
In regard to our board 5 directors owned zero stock which is not a good sign. Jack Greenberg, our chairman, received
our highest negative votes. Mr. Greenberg and Linda Fayne Levinson (on our audit committee) were potentially
overextended with director responsibilities at 5 companies each.
In regard to executive pay unvested equity pay partially or fully accelerates upon CEO termination according to GMI
Ratings, an independent investment research firm. Western Union had not disclosed specific, quantifiable performance
objectives for our CEO. Western Union gives long-term incentive pay to executives without requiring the company
to perform above the median of its peer group. Incentive plans that pay for mediocre performance undermine the
link between pay and performance. Our CEO’s annual incentives did not rise or fall in line with annual financial
performance. Shareholders had 11% potential stock dilution.
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 5