Western Union 2015 Annual Report Download - page 22

4 | The Western Union Company
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
THE PROXY PROCESS AND STOCKHOLDER VOTING
Q
IF I DON’T VOTE, WILL MY BROKER VOTE FOR ME?
AIf you own your shares through a broker and you
don’t vote, your broker may vote your shares in
its discretion on some “routine matters.” With
respect to other proposals, however, your broker
may not be able to vote your shares for you. With
respect to these proposals, the aggregate number
of unvoted shares is reported as the “broker non-
vote.” “Broker non-vote” shares will have the same
effect as a vote against Proposal 5. With respect
to each of the other proposals, a “broker non-vote”
share will not affect the determination of whether
the matter is approved. The Company believes that
the proposal to ratify Ernst & Young LLP’s selection
as independent registered public accounting firm
(Proposal 3) set forth in this Proxy Statement is a
routine matter on which brokers will be permitted to
vote any unvoted shares.
Other than Proposal 3, the Company believes that all
other proposals set forth in this Proxy Statement are
not considered routine matters and brokers will not
be able to vote on behalf of their clients if no voting
instructions have been furnished. Please vote your
shares on all proposals.
Q
HOW ARE ABSTENTIONS TREATED?
AWhether you own your shares as a Registered Holder
or through a broker, abstentions are counted toward
the quorum requirement and are counted as votes
“against” a proposal, other than the proposal for the
election of directors.
Q
IF I OWN MY SHARES THROUGH A BROKER, HOW
IS MY VOTE RECORDED?
ABrokers typically own shares of Common Stock for
many stockholders. In this situation, the Registered
Holder on the Company’s stock register is the broker or
its nominee. This often is referred to as holding shares
in “Street Name.” The “Beneficial Owners” do not
appear in the Company’s stockholder register. If you
hold your shares in Street Name, and elect to vote via
telephone, Internet, tablet or smartphone, your vote will
be submitted to your broker. If you request paper Proxy
Cards and elect to vote by mail, the accompanying
return envelope is addressed to return your executed
Proxy Card to your broker. Shortly before the meeting,
each broker totals the votes submitted by telephone,
Internet, tablet or smartphone or mail by the Beneficial
Owners for whom it holds shares, and submits a Proxy
Card reflecting the aggregate votes of such Beneficial
Owners.
Q
IS MY VOTE CONFIDENTIAL?
AIn accordance with the Company’s Corporate
Governance Guidelines, the vote of any stockholder
will not be revealed to anyone other than a non-
employee tabulator of votes or an independent
election inspector (the “Inspector of Election”),
except (i) as necessary to meet applicable legal and
stock exchange listing requirements, (ii) to assert
claims for or defend claims against the Company,
(iii) to allow the Inspector of Election to certify the
results of the stockholder vote, (iv) in the event a
proxy, consent, or other solicitation in opposition to
the voting recommendation of the Board of Directors
takes place, (v) if a stockholder has requested
that his or her vote be disclosed, or (vi) to respond
to stockholders who have written comments on
Proxy Cards.
Q
CAN I REVOKE MY PROXY AND CHANGE MY VOTE?
AYes. You have the right to revoke your proxy at
any time prior to the time your shares are voted.
If you are a Registered Holder, your proxy can be
revoked in several ways: (i) by timely delivery of
a written revocation delivered to the Corporate
Secretary, (ii) by timely submission of another
valid proxy bearing a later date (including through
any alternative voting procedure described on the
Notice of Internet Availability of Proxy Materials or
Proxy Card), or (iii) by attending the Annual Meeting
and giving the Inspector of Election notice that you
intend to vote your shares in person. If your shares
are held by a broker, you must contact your broker
in order to revoke your proxy.
Q
WILL ANY OTHER BUSINESS BE TRANSACTED
AT THE MEETING? IF SO, HOW WILL MY PROXY
BE VOTED?
AManagement does not know of any business to be
transacted at the Annual Meeting other than those
matters described in this Proxy Statement. The
period specified in the Company’s By-Laws for
submitting additional proposals to be considered
at the Annual Meeting has passed and there are no
such proposals to be considered. However, should
any other matters properly come before the Annual
Meeting, and any adjournments and postponements
thereof, shares with respect to which voting authority
has been granted to the Proxies will be voted by the
Proxies in accordance with their judgment.