Western Union 2014 Annual Report Download - page 105

87 | The Western Union Company – Proxy Statement
Proposal 5 PROXY STATEMENT
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
BOARD’S STATEMENT OPPOSING THE PROPOSAL
After careful consideration, and for the following reasons, the Board believes that the proposal is not in the best
interests of the Company or its stockholders, and the Board recommends voting “AGAINST” this proposal.
The Company believes that permitting stockholder action by written consent could lead to substantial
confusion and disruption for stockholders. The board believes that permitting stockholder action by written
consent is not an appropriate corporate governance model for a widely-held public company like Western Union.
Consider the following:
• Currently, any matter that Western Union or its stockholders wish to present for a stockholder vote must be
presented at a meeting of the stockholders, thus allowing all stockholders to consider, discuss and vote on
the pending matter.
• In contrast, the written consent proposal at issue would permit a group of stockholders with no fiduciary
duties to other stockholders to initiate action without prior notice, either to the other stockholders or to
the Company, and without giving all stockholders an opportunity to participate and consider arguments,
including those of the Company, for and against the action.
• Stockholder action by written consent would allow for the solicitation of multiple, even conflicting,
written consents by multiple stockholder groups, potentially creating substantial confusion and disruption
for stockholders.
The Board of Directors is already highly accountable to stockholders. The proposal suggests that the written
consent right is necessary to keep the Board accountable to stockholders. Our current policies, however, implement
the goal of accountability without the governance risk to stockholders and the Company associated with action
by written consent as contemplated by the proposal. The Company has implemented a comprehensive package of
corporate governance practices and policies that enable stockholders to hold the Board accountable and, where
necessary, take quick action to support their interests. Elements of this comprehensive package include:
• The Board of Directors is declassified, with majority voting for uncontested Director elections.
• The Company was among the first U.S. companies to adopt the “proxy access” right for its stockholders.
• A stockholder or group of stockholders holding 20% or more of our outstanding shares may call a
special meeting.
• Our Amended and Restated Certificate of Incorporation and By-Laws have no supermajority provisions.
The Board of Directors has a demonstrated history of commitment to high standards of corporate
governance. In recent years, the Board has taken the following actions:
• Adopted majority voting for uncontested Director elections (2007).
• Declassified its Board of Directors, ensuring that directors would be elected annually (process
initiated in 2012).
• Added the right for stockholders to call special meetings to the By-Laws (2013).
• Adopted a “proxy access” right for its stockholders (2013).
The Board has repeatedly responded to stockholder concerns. There is, accordingly, no need for stockholders to be
given the right to act by written consent.