Western Union 2014 Annual Report Download - page 54

Compensation Discussion and Analysis PROXY STATEMENT
The Western Union Company – Proxy Statement | 36
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
2014 Say On Pay Vote
As noted above, in its compensation review process, the
committee considers whether the Company’s executive
compensation and benefits program serves the interests
of the Company’s stockholders. In that respect, as part
of its on-going review of the Company’s executive
compensation program, the Compensation Committee
considered the approval by more than 96% of the
votes cast for the Company’s “say on pay” vote at the
Company’s 2014 Annual Meeting of Stockholders. After
considering the 2014 “say on pay” results as well as
the positive feedback received during the Company’s
stockholder engagement efforts, the committee
determined that the Company’s executive compensation
philosophy, compensation objectives, and compensation
elements continued to be appropriate and did not
make any specific changes to the Company’s executive
compensation program in response to the 2014 “say on
pay” vote or stockholder feedback.
Stockholder Engagement
In connection with the Annual Meeting, the Compensation Committee chair and certain members of management
held discussions regarding executive compensation matters with stockholders who the Company believes collectively
held over 30% of the Company’s outstanding Common Stock as of the Record Date to better understand their views
on the Company’s executive compensation program, the “say on pay” vote and our executive compensation disclosure.
The committee and management found the discussions to be very helpful in their ongoing evaluation of the Company’s
executive compensation program, and intend to continue to obtain this feedback in the future.
2015 Plan Design
As part of its ongoing review of the executive compensation program during 2014 and 2015, and based on input from the
Compensation Committee’s compensation consultant and the stockholder feedback described above, the Compensation
Committee determined to continue the compensation program elements implemented in 2014, as described in this
Compensation Discussion and Analysis. Accordingly, for 2015, the Company’s executive compensation program will
continue to be significantly weighted towards performance-based compensation and will continue to include a diversified
mix of long-term incentive awards, weighted 60% Financial PSUs, 20% TSR PSUs and 20% stock options, with Company
performance under the PSUs measured over a three-year performance period.