Western Union 2015 Annual Report Download - page 21

2016 Proxy Statement | 3
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
THE PROXY PROCESS AND STOCKHOLDER VOTING
By Mail—If you request paper Proxy Cards
by telephone or Internet, you may elect to vote by
mail. If you elect to do so, you should complete, sign,
and date each Proxy Card you receive, indicating
your voting preference on each proposal, and return
each Proxy Card in the prepaid envelope which
accompanied that Proxy Card. If you return a signed
and dated Proxy Card but you do not indicate your
voting preferences, your shares will be voted in
accordance with the recommendations of the Board
of Directors. By returning your signed and dated
Proxy Card or providing instructions by the alternative
voting procedure in time to be received for the Annual
Meeting, you authorize Hikmet Ersek and John R. Dye
to act as your Proxies to vote your shares of Common
Stock as specified.
By Tablet or Smartphone—
Beneficial Owners you may vote your shares online
with your tablet or smartphone by scanning the QR
code above. Registered Holders may vote your shares
online with the QR code on your Proxy Card. The tablet
and smartphone voting facilities will close at 11:59
p.m., Eastern Time, on May 11, 2016.
At the Annual Meeting—Shares held in your
name as the stockholder of record may be voted by
you in person at the Annual Meeting. Shares held
beneficially on your behalf by a broker or agent may
be voted by you in person at the Annual Meeting
only if you obtain a legal proxy from the broker or
agent that holds your shares giving you the right
to vote the shares, and you bring such proxy to the
Annual Meeting.
Shares held in The Western Union Company
Incentive Savings Plan—For shares held in The
Western Union Company Incentive Savings Plan, that
plan’s trustee will vote such shares as directed. If no
direction is given on how to vote such shares to the
trustee by mail on or before May 9, 2016 or by Internet,
telephone, tablet or smartphone by 11:59 p.m., Eastern
Time, on May 11, 2016, the trustee will vote your
shares held in that plan in the same proportion as
the shares for which it receives instructions from all
other participants in the plan.
Q
HOW MANY VOTES ARE REQUIRED TO APPROVE
A PROPOSAL?
AThe Company’s Amended and Restated By-Laws
(the “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 votes “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.
The advisory vote to approve executive compensation
(Proposal 2), the ratification of Ernst & Young
LLP’s selection as independent registered public
accounting firm (Proposal 3), and the stockholder
proposal regarding political contributions (Proposal
4) each require the affirmative vote of a majority
of the shares of Common Stock present in person
or represented by proxy at the Annual Meeting and
entitled to vote thereon. The stockholder proposal
regarding creation of a Board Committee on Human
Rights (Proposal 5) requires the affirmative vote of
the holders of a majority of the outstanding Common
Stock of the Company entitled to vote thereon.
Q
WHAT IS THE EFFECT OF NOT VOTING?
AIt depends on how ownership of your shares is
registered and the proposal to be voted upon. If
you own shares as a Registered Holder, rather than
through a broker, your unvoted shares will not be
represented at the Annual Meeting and will not count
toward the quorum requirement. Except as described
below, and assuming a quorum is obtained, your
unvoted shares will not affect whether a proposal is
approved or rejected.
If you own shares through a broker and do not
vote, your broker may represent your shares at the
meeting for purposes of obtaining a quorum. Except
as described in the answer to the following question,
in the absence of your voting instruction, your broker
may or may not vote your shares.