Western Union 2015 Annual Report Download - page 52

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
34 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
2015 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 approximately 96% of the votes cast for the
Company’s “say on pay” vote at the Company’s 2015 Annual
Meeting of Stockholders. After considering the 2015 “say on
pay” results, 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 2015 “say
on pay” vote.
STOCKHOLDER ENGAGEMENT
In early 2016, management reached out to stockholders
who the Company believes collectively held over 50% 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, and management
and the Compensation Committee Chair intend to continue
to seek discussions with the Company’s stockholders prior to
the Annual Meeting. Over the past few years, the committee
and management have found these 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.
OTHER CORPORATE GOVERNANCE PRACTICES
The Board of Directors believes that strong corporate governance is key to long-term stockholder value creation. Please see
“Corporate Governance—Summary of Corporate Governance Practices” above for a summary of the Company’s corporate
governance practices. Highlights include:
Governance Highlights
✔ Annual Election of Directors
✔ Proxy Access
✔ Majority Vote Standard in Uncontested Elections
✔ Stockholder Right to Call Special Meetings
✔ No Stockholder Rights Plan (“Poison Pill”)
✔ No Supermajority Voting Provisions in the Company’s Organizational Documents
✔ Independent Board, except our Chief Executive Officer
✔ Independent Non-Executive Chairman
✔ Independent Board Committees
✔ Confidential Stockholder Voting
✔ Committee Authority to Retain Independent Advisors
✔ Robust Codes of Conduct
✔ Stock Ownership Guidelines for Senior Executives and Directors
✔ Prohibition Against Pledging and Hedging of Company Stock by Senior Executives and Directors
✔ Stockholder Engagement