Western Union 2015 Annual Report Download - page 45

2016 Proxy Statement | 27
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
COMPENSATION OF DIRECTORS
CHARITABLE CONTRIBUTIONS
Outside directors may participate in the Company’s gift
matching program on the same terms as Western Union’s
executive officers and employees. Under this program,
contributions up to $100,000 per calendar year that the
director makes to the Western Union Foundation (the
“Foundation”) without designating a recipient organization
will be matched by the Company $2 for every $1 contributed.
Contributions made or directed to be made to an eligible
organization, as defined in the program, up to an aggregate
amount of $25,000 per calendar year will be equally matched
by the Company through the Foundation.
REIMBURSEMENTS
Directors are reimbursed for their expenses incurred by
attending Board, committee, and stockholder meetings,
including those for travel, meals, and lodging. Occasionally, a
spouse or other guest may accompany directors on corporate
aircraft when the aircraft is already scheduled for business
purposes and can accommodate additional passengers. In
those cases, there is no aggregate incremental cost to the
Company, and as a result, no amount is reflected in the 2015
Director Compensation table.
INDEMNIFICATION AGREEMENTS
Each outside director has entered into a Director
Indemnification Agreement with the Company to
clarify indemnification procedures. Consistent with the
indemnification rights already provided to directors of
the Company in the Company’s Amended and Restated
Certificate of Incorporation, each agreement provides
that the Company will indemnify and hold harmless each
outside director to the fullest extent permitted or authorized
by the General Corporation Law of the State of Delaware in
effect on the date of the agreement or as such laws may
be amended or replaced to increase the extent to which a
corporation may indemnify its directors.
EQUITY OWNERSHIP GUIDELINES
Each outside director is expected to maintain an equity
investment in Western Union equal to five times his or her
annual cash retainer, which must be achieved within five
years of the director’s initial election to the Board. The
holdings that generally may be counted toward achieving
the equity investment guidelines include outstanding stock
awards or units, shares obtained through stock option
exercises, shares owned jointly with or separately by the
director’s spouse, shares purchased on the open market, and
outstanding stock options received in lieu of cash retainer
fees. As of March 14, 2016, all outside directors have met
or, within the applicable period, are expected to meet, these
equity ownership guidelines.
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY’S
SECURITIES
The Company’s Insider Trading Policy prohibits the Company’s directors from pledging the Company’s securities or engaging
in hedging or short-term speculative trading of the Company’s securities, including, without limitation, short sales or put or call
options involving the Company’s securities.