Western Union 2014 Annual Report Download - page 33

Proposal 1 PROXY STATEMENT
15 | The Western Union Company – Proxy Statement
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Proposal 1
Election of Directors
The Board of Directors was previously divided into three
classes. At the Company’s 2012 Annual Meeting of
Stockholders, the Company’s stockholders approved
a proposal to amend the Company’s Amended and
Restated Certificate of Incorporation to declassify the
Board of Directors such that each director standing for
election or re-election will be elected to a one-year term.
At the 2015 Annual Meeting, and at subsequent Annual
Meetings, all directors will be elected on an annual basis
for one-year terms.
Upon the recommendation of the Corporate Governance
and Public Policy Committee, the Board of Directors
appointed Mr. Robert W. Selander as a director in July
2014, subject to election by the stockholders at the 2015
Annual Meeting and nominated Mr. Jeffrey A. Joerres in
February 2015 to stand for election at the 2015 Annual
Meeting. Mr. Selander and Mr. Joerres were originally
recommended to the Corporate Governance and Public
Policy Committee by non-employee members of the Board
of Directors. Except for Mr. Devitre, who has declined
to stand for re-election, the terms of each director if
re-elected or elected will expire at the 2016 Annual
Meeting of Stockholders. In the case of a vacancy, the
Board of Directors may appoint another director as a
replacement, may leave the vacancy unfilled or may reduce
the number of directors on the Board. (See the “Board of
Directors Information” section of this Proxy Statement for
information concerning all nominees.)
The Company’s By-Laws require directors to be elected
by the majority of votes cast with respect to such director
in uncontested elections (the number of shares voted
“for” a director must exceed the number of votes cast
“against” that director, with abstentions and broker non-
votes not counted as cast either “for” or “against”). In
a contested election (a situation in which the number of
nominees exceeds the number of directors to be elected),
the standard for election of directors will be a plurality of
the shares represented in person or by proxy at any such
meeting and entitled to vote on the election of directors.
Under the Company’s By-Laws, if an incumbent director
is not elected, the director will promptly tender his or
her resignation to the Board of Directors. The Corporate
Governance and Public Policy Committee will make a
recommendation to the Board of Directors as to whether
to accept or reject the resignation of such incumbent
director, or whether other action should be taken. The
Board of Directors will act on the resignation, taking into
account the Corporate Governance and Public Policy
Committee’s recommendation, and publicly disclose (by
a press release, a filing with the SEC or other broadly
disseminated means of communication) its decision
regarding the tendered resignation and the rationale
behind the decision within 90 days following certification
of the election results. If such incumbent director’s
resignation is not accepted by the Board of Directors,
such director will continue to serve until the next annual
meeting and until his or her successor is duly elected or his
or her earlier resignation or removal.
Your shares will be voted as you instruct via the telephone
or Internet voting procedure described on the Proxy Card
or the Notice of Internet Availability of Proxy Materials,
or as you specify on your Proxy Card(s) if you elect to
vote by mail. If unforeseen circumstances (such as death
or disability) require the Board of Directors to substitute
another person for any of the director nominees, your
shares will be voted for that other person.
THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE TO RE-ELECT MR. ERSEK,
MR. GOODMAN, MR. GREENBERG, MS. HOLDEN,
MS. FAYNE LEVINSON, MR. MENDOZA,
MR. MILES, MS. TOWNSEND AND MR. TRUJILLO,
AND TO ELECT MR. JOERRES AND MR. SELANDER,
AS DIRECTORS TO SERVE UNTIL THE 2016
ANNUAL MEETING OF STOCKHOLDERS OR UNTIL
THEIR RESPECTIVE SUCCESSORS ARE ELECTED
AND QUALIFIED.