Western Union 2015 Annual Report Download - page 83

2016 Proxy Statement | 65
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
PROPOSAL 2
ADVISORY VOTE TO APPROVE
EXECUTIVE COMPENSATION
The Company is providing stockholders an advisory vote to
approve executive compensation as required by Section 14A
of the Exchange Act. Section 14A was added to the Exchange
Act by Section 951 of the Dodd-Frank Act. The advisory vote
to approve executive compensation is a non-binding vote
on the compensation of the Company’s named executive
officers, as described in the Compensation Discussion
and Analysis section, the tabular disclosure regarding such
compensation, and the accompanying narrative disclosure,
set forth in this Proxy Statement. The advisory vote to approve
executive compensation is not a vote on the Company’s
general compensation policies or the compensation of the
Company’s Board of Directors. The Dodd-Frank Act requires
the Company to hold the advisory vote to approve executive
compensation at least once every three years. At the 2011
Annual Meeting of Stockholders, the Company asked
stockholders to indicate if it should hold an advisory vote
to approve the compensation of named executive officers
every one, two or three years, with the Board recommending
an annual advisory vote. Our stockholders approved this
recommendation. Accordingly, the Company is again asking
stockholders to approve the compensation of named
executive officers as disclosed in this Proxy Statement.
At the 2015 Annual Meeting of Stockholders, the Company
provided stockholders with the opportunity to cast an advisory
vote to approve the compensation of the Company’s named
executive officers as disclosed in the Proxy Statement for the
2015 Annual Meeting of Stockholders, and the Company’s
stockholders overwhelmingly approved the proposal, with
approval by approximately 96% of the votes cast for the
proposal at the 2015 Annual Meeting of Stockholders.
The Company believes that its compensation policies
and procedures, which are outlined in the Compensation
Discussion and Analysis section of this Proxy Statement,
support the goals of:
• Aligning our executives’ goals with our stockholders’
interests;
• Holding our executives accountable and rewarding them
for results; and
• Attracting, retaining, and motivating outstanding executive
talent.
The Compensation Committee of the Board continually
reviews the Company’s executive compensation and benefits
program to evaluate whether it supports these goals, and
serves the interests of the Company’s stockholders. The
Company’s executive compensation practices include the
following, as discussed in more detail in the Compensation
Discussion and Analysis section of this Proxy Statement:
What We Do:
✓ Pay-for-performance.
✓ Linkage between performance measures and strategic objectives.
✓ Emphasis on future pay opportunity vs. current pay.
✓ Mix of performance metrics.
✓ Stockholder engagement.
✓ Outside compensation consultant.
✓ “Double trigger” in the event of a change-in-control.
✓ Maximum payout caps for annual cash incentive compensation and PSUs.
✓ “Clawback” Policy.
✓ Robust stock ownership guidelines.