Western Union 2015 Annual Report Download - page 32

14 | The Western Union Company
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
PROPOSAL 1
ELECTION OF DIRECTORS
At the 2016 Annual Meeting, all directors will be elected for
one-year terms.
Upon the recommendation of the Corporate Governance and
Public Policy Committee, the Board of Directors appointed
Mr. Martin I. Cole as a director in July 2015, subject to election
by the stockholders at the 2016 Annual Meeting. Mr. Cole
was originally recommended to the Corporate Governance
and Public Policy Committee by non-employee members of
the Board of Directors. Except for Ms. Fayne Levinson, who
is retiring from the Board and will not stand for re-election,
the terms of each director if re-elected or elected will expire
at the 2017 Annual Meeting of Stockholders. In the case of a
vacancy, the Board of Directors may appoint a new 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 voting
procedures 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, MR. JOERRES,
MR. MENDOZA, MR. MILES, MR. SELANDER,
MS. TOWNSEND AND MR. TRUJILLO, AND TO ELECT
MR. COLE, AS DIRECTORS TO SERVE UNTIL THE 2017
ANNUAL MEETING OF STOCKHOLDERS OR UNTIL
THEIR RESPECTIVE SUCCESSORS ARE ELECTED
AND QUALIFIED.