Western Union 2014 Annual Report Download - page 14

The Western Union Company – Proxy Statement | ii
Proxy Summary PROXY STATEMENT
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Director Nominee
Age Independent Committee Memberships
Jeffery A. Joerres 55 Yes —*
* Subject to Mr. Joerres’ election, the Board will determine Mr. Joerres’ committee assignments after the Annual Meeting.
Information about our Board and Committees (Page 7)
Number of
Members Independence
Number of Meetings
During Fiscal Year 2014
Full Board 11 91% 8
Audit Committee 4100% 8
Compensation and Benefits Committee 5100% 6
Corporate Governance and Public Policy Committee 4 100% 4
Compliance Committee 5 100% of voting members 10
Governance Highlights (Page 16)
üAnnual Election of Directors
üProxy Access
üMajority Vote Standard in Uncontested Elections
üStockholder Right to Call Special Meetings
üNo Stockholder Rights Plan (“Poison Pill”)
üNo Supermajority Voting Provisions in the Company’s Organizational Documents
üIndependent Board, except our Chief Executive Officer
üIndependent Non-Executive Chairman
üIndependent Board Committees
üConfidential Stockholder Voting
üCommittee Authority to Retain Independent Advisors
üRobust Codes of Conduct
üStock Ownership Guidelines for Senior Executives and Directors
üProhibition Against Pledging and Hedging of Company Stock by Senior Executives and Directors
üStockholder Engagement
Core Components of Executive Compensation (Page 44)
• BaseSalary-Fixedcompensationcomponentpayableincash
• AnnualIncentiveAwards-Variablecompensationcomponentpayablein cash based on performance against
annually established performance objectives
• Performance-Based Restricted Stock Units - Stock units that vest based on the Company’s achievement of financial
performance objectives and standalone stock units that vest based on the Company’s relative total shareholder
return (“TSR“) versus the Standard & Poor’s 500 Index (“S&P 500 Index”)
• StockOptions-Nonqualifiedstockoptionsgranted with an exercise price at fair market value on the date of grant
that expire ten years after grant and become exercisable in 25% annual increments over a four-year vesting period
• Restricted Stock Units - Restricted stock units that generally vest in 25% annual increments over a four-year
vesting period