DEF 14A 1 wu3823181-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

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[ ]		Preliminary Proxy Statement
[ ]		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]		Definitive Proxy Statement
[ ]		Definitive Additional Materials
[ ]		Soliciting Material Pursuant to §240.14a-12

	THE WESTERN UNION COMPANY
	(Name of Registrant as Specified In Its Charter)


	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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THE WESTERN UNION COMPANY
7001 E. Belleview Avenue
Denver, Colorado 80237

April 1, 2021

DEAR STOCKHOLDER:

You are cordially invited to attend the 2021 virtual Annual Meeting of Stockholders (the “Annual Meeting”) of The Western Union Company (the “Company”), to be held at 8:00 a.m., Mountain Time, on Friday, May 14, 2021. Due to the continued public health impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders, the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted online via live webcast. You will be able to attend the Annual Meeting by pre-registering prior to the meeting at www.proxydocs.com/WU (for Registered Holders) and www.proxydocs.com/brokers/WU (for Beneficial Owners).

The attached notice and Proxy Statement contain details of the business to be conducted at the Annual Meeting. In addition, the Company’s 2020 Annual Report, which is being made available to you along with the Proxy Statement, contains information about the Company and its performance. Directors and certain officers of the Company will attend the Annual Meeting.

Your vote is important! Whether or not you plan to attend the Annual Meeting, please read the Proxy Statement and then vote at your earliest convenience by telephone, Internet, tablet or smartphone, or request a proxy card to complete, sign, date and return by mail. Using the telephone, Internet, tablet or smartphone voting systems, or mailing your completed proxy card, will not prevent you from voting during the Annual Meeting if you are a stockholder of record and wish to do so.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the Company.

Regards,

Hikmet Ersek
President, Chief Executive Officer and Director

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YOUR VOTE IS IMPORTANT!

PLEASE PROMPTLY VOTE BY TELEPHONE, INTERNET, TABLET OR SMARTPHONE, OR REQUEST A PROXY CARD TO COMPLETE, SIGN, DATE AND RETURN BY MAIL SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND SO THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. YOUR PROMPT ACTION WILL AID THE COMPANY IN REDUCING THE EXPENSE OF PROXY SOLICITATION.

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THE WESTERN UNION COMPANY
7001 E. BELLEVIEW AVENUE
DENVER, COLORADO 80237
(866) 405-5012

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS
	When: May 14, 2021 at 8:00 a.m. Mountain Time		Where: Via webcast by pre-registering before the Annual Meeting begins at www.proxydocs.com/WU (for Registered Holders) and www.proxydocs.com/brokers/ WU (for Beneficial Owners)		Record Date: March 24, 2021

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement before voting.

ITEMS OF BUSINESS		BOARD’S RECOMMENDATION	FURTHER INFORMATION
1	Election of Directors named in this Proxy Statement to serve as members of the Company’s Board of Directors until the Company’s 2022 Annual Meeting of Stockholders	FOR each director nominee	Page 15
2	Hold an advisory vote to approve executive compensation	FOR	Page 67
3	Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2021	FOR	Page 69
4	Vote on the stockholder proposal described in the accompanying Proxy Statement, if properly presented at the Annual Meeting	AGAINST	Page 71
5	Transact any other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting

HOW TO ATTEND THE VIRTUAL ANNUAL MEETING

Due to the continued public health impact of the coronavirus (COVID-19) pandemic and to support the health and well-being of our stockholders, the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted online via live webcast. You will not be able to attend the Annual Meeting physically. You are entitled to participate in the Annual Meeting if you owned shares of our common stock as of the close of business on March 24, 2021.

In order to attend the Annual Meeting, you must pre-register at www.proxydocs.com/WU (for Registered Holders) and www.proxydocs.com/brokers/WU (for Beneficial Owners) before the meeting begins. Upon completing your pre-registration, you will receive further instructions via email one hour prior to the start of the Annual Meeting, including your unique link that will allow you access to the meeting. You will need the control/identification number included on your Notice of Internet Availability of Proxy Materials or Proxy Card to complete your pre-registration. You will be able to submit questions during the pre-registration process and fifteen minutes prior to and during the Annual Meeting.

The Annual Meeting webcast will begin promptly at 8:00 a.m. Mountain Time, on May 14, 2021. Online access will begin at 7:45 a.m., Mountain Time, and we encourage you to access the meeting prior to the start time. You will not be able to attend the Annual Meeting if you don’t have Internet access or if you have not pre-registered in advance of the meeting time at www.proxydocs.com/WU (for Registered Holders) and www.proxydocs.com/brokers/WU (for Beneficial Owners).

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NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

We will also make a replay of the Annual Meeting viewable to anyone interested as soon as practical after the Annual Meeting on our investor relations website at http://ir.westernunion.com/investor-relations.

Even if you plan to participate in the Annual Meeting online, we recommend that you also vote by proxy as described further in “The Proxy Process and Stockholder Voting” on pages 2-5 so that your vote will be counted if you later decide not to participate in the Annual Meeting.

Live questions may be submitted online during the Annual Meeting, at one or more designated times. You may also submit questions in advance of the Annual meeting during the pre-registration process and fifteen minutes prior to the Annual Meeting. We reserve the right to edit or reject all questions we deem profane or otherwise inappropriate.

Technical assistance will be available one hour prior to and during the Annual Meeting. If you encounter any difficulties accessing the webcast or during the Annual Meeting, please call the technical support number that will be included in the Annual Meeting access email that pre-registered stockholders will receive one hour prior to the meeting.

WHO CAN ATTEND AND VOTE

Our stockholders of record on March 24, 2021 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement that may take place. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder during the Annual Meeting via the link included in the Annual Meeting access email that pre-registered stockholders will receive one hour prior to the meeting and for ten days prior to the Annual Meeting at our principal executive offices located at 7001 E. Belleview Avenue, Denver, Colorado 80237.

YOUR VOTE IS EXTREMELY IMPORTANT.

TELEPHONE

INTERNET

BY MAIL

BY TABLET OR
SMARTPHONE

LIVE WEBCAST

Beneficial Owners call toll free at 1-800-454-8683

Registered Holders call toll free at 1-866-883-3382

Beneficial Owners visit www.proxyvote.com

Registered Holders visit www.proxypush.com/wu

Request a paper proxy card to complete, sign, date and return

Beneficial Owners vote your shares online with your tablet or smartphone by scanning the QR code above.

Registered Holders vote your shares online with your tablet or smartphone by scanning the QR code on your Proxy Card.

Attend the Annual Meeting online by pre-registering before the meeting begins at www.proxydocs.com/ WU (for Registered Holders) and www.proxydocs.com/ brokers/WU (for Beneficial Owners).

Registered Holders, vote your shares by submitting an electronic ballot on the webcast.

Beneficial Owners, follow the voting instructions provided by your broker or agent setting forth how your shares may be voted.

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NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Company’s Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com or www.proxydocs.com/brokers/wu for Beneficial Owners and www.proxydocs.com/wu for Registered Holders. To access such proxy materials, you will need the control/identification numbers provided to you in your Notice of Internet Availability of Proxy Materials or your Proxy Card.

We appreciate your prompt vote. After reading the Proxy Statement, please vote at your earliest convenience, by telephone, Internet, tablet or smartphone, or request a proxy card to complete, sign, date and return by mail. If you decide to attend the Annual Meeting and would prefer to vote during the Annual Meeting, your proxy will be revoked automatically and only your vote during the Annual Meeting will be counted. If you own shares as a Registered Holder, rather than through a broker or agent, you may cast your vote during the Annual Meeting by submitting an electronic ballot on the webcast during the Annual Meeting. If you own shares as a Beneficial Owner through a broker or agent, you will need to follow the voting instructions provided by your broker or agent setting forth how your shares may be voted.

Please note that all votes cast via telephone, Internet, tablet or smartphone must be cast prior to 11:59 p.m., Eastern Time on Thursday, May 13, 2021. For shares held in The Western Union Company Incentive Savings Plan, direction regarding how to vote such shares must be received, if by mail, on or before Tuesday, May 11, 2021.

By Order of the Board of Directors

Caroline Tsai
Chief Legal Officer and Corporate Secretary

April 1, 2021

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Proxy Summary		i

Proxy Statement		1

The Proxy Process and Stockholder Voting		2

Board of Directors Information		6

Proposal 1—Election of Directors		15

Corporate Governance		16
Summary of Corporate Governance Practices		16
Independence of Directors		17
Board Leadership Structure and Role in Risk Oversight		18
Committees of the Board of Directors		19
Chief Executive Officer Succession Planning		24
Communications with the Board of Directors		24
Board Attendance at Annual Meeting of Stockholders		24
Presiding Director of Non-Management Director Meetings		24
Nomination of Directors		24
Submission of Stockholder Proposals		25
Code of Ethics		25

Compensation of Directors		26

Report of the Audit Committee		29

Compensation and Benefits Committee Report		31

Compensation Discussion and Analysis		32
Executive Summary		32
Establishing and Evaluating Executive Compensation		36
The Western Union 2020 Executive Compensation Program		41

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Executive Compensation		52
2020 Summary Compensation Table		52
2020 All Other Compensation Table		53
2020 Grants of Plan-Based Awards Table		54
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table		55
2020 Outstanding Equity Awards at Fiscal Year-End Table		57
2020 Option Exercises and Stock Vested Table		60
2020 Nonqualified Deferred Compensation Table		60
Potential Payments upon Termination or Change-In-Control		61
Payments upon Termination or Change-in-Control Tables		63
Risk Management and Compensation		65

CEO Pay Ratio		66

Proposal 2—Advisory Vote to Approve Executive Compensation		67

Proposal 3—Ratification of Selection of Auditors		69

Proposal 4—Stockholder Proposal Regarding Stockholder Right to Act by Written Consent		71

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SEC Form DEF 14A filed by Western Union Company (The)