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DEAR STOCKHOLDER:

You are cordially invited to attend the 2020 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 Thursday, May 14, 2020. Due to the public health impact of the coronavirus (COVID-19) outbreak and to support the health and well-being of our stockholders, this year’s 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 visiting https://web.lumiagm.com/291373158.

The attached notice and Proxy Statement contain details of the business to be conducted at the Annual Meeting. In addition, the Company’s 2019 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

 

 

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.

MEETING AGENDA AND VOTING MATTERS

Management Proposals

2
BOARD VOTE RECOMMENDATION
FOR
PAGE REFERENCE (FOR MORE DETAIL)
page 69
3
BOARD VOTE RECOMMENDATION
FOR
PAGE REFERENCE (FOR MORE DETAIL)
page 71

Stockholder Proposal

4
BOARD VOTE RECOMMENDATION
AGAINST
PAGE REFERENCE (FOR MORE DETAIL)
page 73

HOW TO VOTE

YOUR VOTE IS EXTREMELY IMPORTANT.

TELEPHONE

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

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

INTERNET

Beneficial Owners visit www.proxyvote.com

Registered Holders visit www.proxypush.com/wu

BY MAIL

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

BY TABLET OR SMARTPHONE

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.

LIVE WEBCAST

Attend the Annual Meeting online at https://web.lumiagm.com/291373158

MEMBERS OF OUR BOARD OF DIRECTORS

ALL
MARTIN I. COLE
Former Interim Chief Executive Officer and Chairman of the Board of Directors, Cloudera, Inc.
Age
63
Director Since
2015
Other Public Directorship
Western Digital Corporation
Committee(s)
Audit Committee, Compliance Committee
Term Expires
2020
MARTIN I. COLE
CEO Experience
Regulated Industry/Government
Financial Literacy
Emerging Markets
Global Operational Experience
MARTIN I. COLE
Former Interim Chief Executive Officer and Chairman of the Board of Directors, Cloudera, Inc.
Age
63
Director Since
2015
Other Public Directorship
Western Digital Corporation
Committee(s)
Audit Committee, Compliance Committee
Term Expires
2020
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS

Mr. Cole served as the Chairman of the Board of Directors and Interim Chief Executive Officer of Cloudera, Inc., an enterprise data cloud company from August 2019 to January 2020, and previously served as a director of Cloudera, Inc. since September 2014. Prior to Mr. Cole’s appointment as Chairman of the Board of Directors and Interim Chief Executive Officer of Cloudera, Inc., Mr. Cole served as Chief Executive of the Technology Group at Accenture plc (“Accenture”), a professional services company, from 2012 until his retirement from Accenture in 2014. During his career at Accenture, Mr. Cole also served as the Chief Executive of the Communications, Media & Technology Operating Group from 2006 to 2012, Chief Executive of the Government Operating Group from 2004 to 2006, Managing Partner of the Outsourcing and Infrastructure Delivery Group from 2002 to 2004 and Partner in the Outsourcing and Government Practices Group from 1989 to 2002. Mr. Cole joined Accenture in 1980. Mr. Cole has been a director of Western Digital Corporation since December 2014 and had been a director (from September 2014 to January 2020), lead independent director from (December 2016 to January 2020), and chairman (from January 2019 to January 2020) of Cloudera Inc.

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD*

Mr. Cole brings to the Board experience as a former chief executive and chairman of the board of directors of an enterprise data cloud company and as a former executive officer of a multinational management consulting, technology services, and outsourcing company, serving in various practice groups, including outsourcing and infrastructure, government services and technology. Mr. Cole also brings to the Board his experience as a member of the board of directors of a large multinational manufacturer of computer storage products and solutions and a software company.

HIKMET ERSEK
President and Chief Executive Officer
Age
59
Director Since
2010
Other Public Directorships
None
Committee(s)
Compliance Committee (non-voting member)
Term Expires
2020
HIKMET ERSEK
CEO Experience
Regulated Industry/Government
Financial Literacy
Emerging Markets
Global Operational Experience
Diversity - Geographic
HIKMET ERSEK
President and Chief Executive Officer
Age
59
Director Since
2010
Other Public Directorships
None
Committee(s)
Compliance Committee (non-voting member)
Term Expires
2020
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS

Mr. Ersek has served as the Company’s President and CEO since September 2010. From January 2010 to August 2010, Mr. Ersek served as the Company’s Chief Operating Officer. From 2008 to 2010, Mr. Ersek served as the Company’s Executive Vice President and Managing Director, Europe, Middle East, Africa and Asia Pacific Region. From 2006 to 2008, Mr. Ersek served as the Company’s Executive Vice President and Managing Director, Europe/Middle East/Africa/South Asia. Prior to 2006, Mr. Ersek held various positions of increasing responsibility with the Company. Prior to joining Western Union in 1999, Mr. Ersek was with GE Capital and Europay/MasterCard specializing in European payment systems and consumer finance.

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD*

Mr. Ersek is the only Director who is also an executive of the Company. Mr. Ersek provides insight as the Company’s leader, and from his prior roles as the Company’s Chief Operating Officer and leader in the Company’s Europe, Middle East, Africa and Asia Pacific region, a significant area for the Company. Mr. Ersek provides many years of international consumer payment sales, marketing, distribution, and operations insight from his experience with the Company, GE Capital, and Europay/MasterCard.

RICHARD A. GOODMAN
Former Chief Financial Officer and Executive Vice President, Global Operations, PepsiCo Inc.
Age
71
Director Since
2012
Other Public Directorship
Adient plc
Committee(s)
Audit Committee Chair, Compensation and Benefits Committee
Term Expires
2020
RICHARD A. GOODMAN
CFO Experience
Financial Literacy
Eligible for Audit Committee Financial Expert
Emerging Markets
Global Operational Experience
RICHARD A. GOODMAN
Former Chief Financial Officer and Executive Vice President, Global Operations, PepsiCo Inc.
Age
71
Director Since
2012
Other Public Directorship
Adient plc
Committee(s)
Audit Committee Chair, Compensation and Benefits Committee
Term Expires
2020
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS

From 2010 to 2011, Mr. Goodman served as Executive Vice President, Global Operations of PepsiCo Inc. (“PepsiCo”), a global food and beverage company. Prior to that, Mr. Goodman was PepsiCo’s Chief Financial Officer from 2006 to 2010. From 2003 until 2006, Mr. Goodman was Senior Vice President and Chief Financial Officer of PepsiCo International. Mr. Goodman served as Senior Vice President and Chief Financial Officer of PepsiCo Beverages International from 2001 to 2003, and as Vice President and General Auditor of PepsiCo from 2000 to 2001. Before joining PepsiCo in 1992, Mr. Goodman was with W.R. Grace & Co. in a variety of senior financial positions. Mr. Goodman served as a director of Johnson Controls, Inc. from 2008 to 2016, Kindred Healthcare Inc. from 2014 until July 2018, privately-held Toys “R” Us from 2011 until January 2019, and Pattern Energy Group, Inc. from December 2018 until March 2020. He currently serves as a director of Adient plc.

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD*

Mr. Goodman brings to the Board experience as the chief financial officer and executive of a large, U.S.-based global company that manufactures, markets, and distributes a broad range of consumer goods. Mr. Goodman has experience with complex capital structures and brings to the Board a management perspective with regard to consumer products, global operations and M&A. Mr. Goodman also brings to the Board his experience as a board member of both a global diversified industrial company and a global retailer.

BETSY D. HOLDEN
Senior Advisor to McKinsey & Company and Former Co-CEO of Kraft Foods Inc.
Age
64
Director Since
2006
Other Public Directorships
Dentsply Sirona Inc. and National Retail Properties, Inc.
Committee(s)
Compensation and Benefits Committee Chair, Audit Committee
Term Expires
2020
BETSY D. HOLDEN
CEO Experience
Regulated Industry/Government
Financial Literacy
Emerging Markets
Global Operational Experience
Diversity - Gender
BETSY D. HOLDEN
Senior Advisor to McKinsey & Company and Former Co-CEO of Kraft Foods Inc.
Age
64
Director Since
2006
Other Public Directorships
Dentsply Sirona Inc. and National Retail Properties, Inc.
Committee(s)
Compensation and Benefits Committee Chair, Audit Committee
Term Expires
2020
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS

Betsy D. Holden has been a Senior Advisor to McKinsey & Company, a global management consulting company, since April 2007 leading strategy, marketing and board effectiveness initiatives for consumer goods, healthcare, and financial services clients. Prior to that Ms. Holden spent 25 years in marketing and line positions in consumer goods. Ms. Holden served as President, Global Marketing and Category Development of Kraft Foods Inc. from January 2004 to June 2005, Co-Chief Executive Officer of Kraft Foods Inc. from March 2001 until December 2003, and President and Chief Executive Officer of Kraft Foods North America from May 2000 to December 2003. Ms. Holden began her career at General Foods in 1982. Ms. Holden currently serves as a Director of Dentsply Sirona and National Retail Properties, Inc. She has served on nine public boards over the last 20 years, including Diageo Plc (2009-2018), Time, Inc. (2014-2018), and Catamaran Corporation (2012-2015).

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD*

Ms. Holden brings to the Board experience as a Chief Executive Officer of a large global public company and as a board member and consultant to multiple, large international companies. She is familiar with the challenges of operating in a highly regulated industry. She brings extensive corporate governance experience across multiple industries. Ms. Holden has held numerous leadership roles in marketing and product management both as an executive and as a consultant, successfully implementing growth strategies and innovative marketing plans to win in competitive industries.

JEFFREY A. JOERRES
Non-Executive Chairman of the Board of Directors
Age
60
Director Since
2015
Other Public Directorships
Artisan Partners Asset Management Inc. and ConocoPhillips
Committee(s)
Corporate Governance, ESG, and Public Policy Committee, Chair
Term Expires
2020
JEFFREY A. JOERRES
CEO Experience
Financial Literacy
Global Operational Experience
Regulated Industry/Government
Emerging Markets
JEFFREY A. JOERRES
Non-Executive Chairman of the Board of Directors
Age
60
Director Since
2015
Other Public Directorships
Artisan Partners Asset Management Inc. and ConocoPhillips
Committee(s)
Corporate Governance, ESG, and Public Policy Committee, Chair
Term Expires
2020
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS

Mr. Joerres served as the Executive Chairman of ManpowerGroup Inc. (“ManpowerGroup”), a provider of workforce solutions, from May 2014 to December 2015. From 1999 to 2014, Mr. Joerres served as Chief Executive Officer of ManpowerGroup and from 2001 to 2014, he served as its Chairman of the Board. Mr. Joerres joined ManpowerGroup in 1993, and also served as Vice President of Marketing and Senior Vice President of European Operations and Marketing and Major Account Development. Mr. Joerres served as a director of Artisan Funds, Inc. from 2001 to 2011 and of Johnson Controls International plc from 2016 to 2017. Mr. Joerres currently serves as a director of Artisan Partners Asset Management Inc. and ConocoPhillips.

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD*

Mr. Joerres brings to the Board experience as the former chief executive officer and executive chairman of a large, U.S.-based global company that delivers workforce solutions around the world. Mr. Joerres also brings to the Board his prior experience as a board member of both a global diversified industrial company and the Federal Reserve Bank of Chicago.

ROBERTO G. MENDOZA
Managing Director, Foros Group
Age
74
Director Since
2006
Other Public Directorships
None
Committee(s)
Corporate Governance. ESG, and Public Policy Committee, Compliance Committee
Term Expires
2020
ROBERTO G. MENDOZA
Financial Literacy
Global Operational Experience
Regulated Industry/Government
Diversity - Ethnic and Geographic
ROBERTO G. MENDOZA
Managing Director, Foros Group
Age
74
Director Since
2006
Other Public Directorships
None
Committee(s)
Corporate Governance. ESG, and Public Policy Committee, Compliance Committee
Term Expires
2020
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS

Mr. Mendoza currently serves as Managing Director of Foros Group, a strategic financial and M&A advisory firm, and previously served as Senior Managing Director of Atlas Advisors LLC, an independent global investment banking firm, from March 2010 to September 2018. From 1967 to 2000, Mr. Mendoza held positions at J.P. Morgan & Co. Inc., serving from 1990 to 2000 as a director and Vice Chairman of the Board. Mr. Mendoza previously served as a director of Quinpario Acquisition Corp 2 (now known as Exela Technologies Inc.), ManpowerGroup, and PartnerRe Ltd. and privately-held Baosteel Metal Co., Ltd. Mr. Mendoza will retire from the Board effective at the Annual Meeting because he has reached the Board’s mandatory retirement age, as set forth in the Company’s Corporate Governance Guidelines.

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD*

Mr. Mendoza has substantial experience in investment banking and financial services. Mr. Mendoza also provides the Board with diversity in viewpoint and international business experience as he has served on a variety of public company boards, both in the United States and abroad.

MICHAEL A. MILES, JR.
Advisory Director, Berkshire Partners and Former President and Chief Operating Officer, Staples, Inc.
Age
58
Director Since
2006
Other Public Directorships
None
Committee(s)
Compensation and Benefits Committee (incoming Chair effective May 1, 2020), Corporate Governance, ESG, and Public Policy Committee
Term Expires
2020
MICHAEL A. MILES, JR.
Financial Literacy
Global Operational Experience
MICHAEL A. MILES, JR.
Advisory Director, Berkshire Partners and Former President and Chief Operating Officer, Staples, Inc.
Age
58
Director Since
2006
Other Public Directorships
None
Committee(s)
Compensation and Benefits Committee (incoming Chair effective May 1, 2020), Corporate Governance, ESG, and Public Policy Committee
Term Expires
2020
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS

Since 2013, Mr. Miles has served as an Advisory Director of Berkshire Partners, a private equity firm. Previously, he was President of Staples, Inc., an office products provider, from 2006 until 2013, and Chief Operating Officer from 2003 to 2006. Prior to that, Mr. Miles was Chief Operating Officer, Pizza Hut for Yum! Brands, Inc. from 2000 to 2003. From 1996 to 1999, he served Pizza Hut as Senior Vice President of Concept Development & Franchise.

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD*

Mr. Miles has experience as an executive of an international consumer goods retailer with large acquisitions outside of the United States and franchise distribution networks, which are similar to the Company’s agent network. Mr. Miles also brings U.S. and global operational expertise to the Board discussions.

TIMOTHY P. MURPHY
President and Chief Executive Officer of Consortium Networks
Age
58
Director Since
2020
Other Public Directorships
None
Committee(s)
Compliance Committee
Term Expires
2020
TIMOTHY P. MURPHY
CEO Experience
CFO Experience
Financial Literacy
Regulated Industry/Government
TIMOTHY P. MURPHY
President and Chief Executive Officer of Consortium Networks
Age
58
Director Since
2020
Other Public Directorships
None
Committee(s)
Compliance Committee
Term Expires
2020
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS

Timothy P. Murphy, serves as President and Chief Executive Officer of Consortium Networks, a cybersecurity and networking company from 2019. Previously, he served as President of Thomson Reuters Special Services, a wholly-owned subsidiary of Thomson Reuters (“TRSS”), from 2015 to 2019. TRSS provides management consulting services to help customers with intelligence collection and analysis, network analysis, insider threat, and global risk management solutions. Mr. Murphy currently serves as Chairman of the Board of Directors for TRSS from 2019. From 1988 to 2011, Mr. Murphy served in the United States Federal Bureau of Investigation (the “FBI”), where he held various positions of increasing responsibility, including Chief Financial Officer, Chief Operating Officer and Deputy Director.

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD*

Mr. Murphy has substantial global law enforcement, cybersecurity, intelligence, counterterrorism, and business and operational experience gained through his time at the FBI and as president and chief executive officer of a cybersecurity and networking company. Mr. Murphy also brings experience in intelligence collection and analysis, network analysis, and insider threat and global risk management gained during his tenure with TRSS.

JAN SIEGMUND
Former Chief Financial Officer of Automatic Data Processing, Inc.
Age
55
Director Since
2019
Other Public Directorships
None
Committee(s)
Audit Committee (incoming Chair effective May 1, 2020), Compliance Committee
Term Expires
2020
JAN SIEGMUND
CFO Experience
Financial Literacy
Eligible for Audit Committee Financial Expert
Global Operational Experience
Diversity - Geographic
JAN SIEGMUND
Former Chief Financial Officer of Automatic Data Processing, Inc.
Age
55
Director Since
2019
Other Public Directorships
None
Committee(s)
Audit Committee (incoming Chair effective May 1, 2020), Compliance Committee
Term Expires
2020
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS

Mr. Siegmund served as Corporate Vice President and Chief Financial Officer of Automatic Data Processing, Inc. (“ADP”), a global provider of cloud-based human capital management solutions, from November 2012 to April 2019. Prior to his appointment as Chief Financial Officer in November 2012, he served as President, Added Value Services and Chief Strategy Officer of ADP from April 2009 to October 2012. Prior to October 2012, Mr. Siegmund held various positions of increasing responsibility with ADP. Mr. Siegmund joined ADP in 1999.

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD*

Mr. Siegmund brings to the Board experience as Chief Financial Officer and Chief Strategy Officer of a global provider of cloud-based human capital management solutions. Mr. Siegmund also gained experience across a variety of industries at McKinsey & Company.

ANGELA A. SUN
Chief Operating Officer & Partner, Alpha Edison
Age
45
Director Since
2018
Other Public Directorships
None
Committee(s)
Audit Committee, Compliance Committee
Term Expires
2020
ANGELA A. SUN
Financial Literacy
Regulated Industry/Government
Diversity - Ethnic and Gender
ANGELA A. SUN
Chief Operating Officer & Partner, Alpha Edison
Age
45
Director Since
2018
Other Public Directorships
None
Committee(s)
Audit Committee, Compliance Committee
Term Expires
2020
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS

Ms. Sun has served as Chief Operating Officer and Partner of Alpha Edison, a venture capital firm investing in technology companies, since September 2019. Prior to joining Alpha Edison, Ms. Sun served as Head of Strategy and Corporate Development for Bloomberg L.P. from 2014 to 2017, where she led new business development, and acquisitions and commercial partnerships across the company’s media, financial products, enterprise and data businesses. From 2008 to 2014, Ms. Sun served as Chief-of-Staff to the former Bloomberg CEO. Prior to joining Bloomberg, L.P., Ms. Sun served as a Senior Policy Advisor in the Bloomberg Administration under New York City Deputy Mayor Daniel L. Doctoroff, where she oversaw a citywide portfolio of economic development agencies and led urban planning and real estate development projects. From 2001 to 2005, Ms. Sun served as a management consultant at McKinsey & Company, where she focused on the Financial Services and Healthcare sectors. Prior to McKinsey, from 1996 to 1998, Ms. Sun was an investment banker at J.P. Morgan and in 2001 was a Visiting Associate at the Henry L. Stimson Center, a nonpartisan international security and defense analysis think tank in Washington, D.C.

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD*

Ms. Sun brings to the board substantial operations management experience and valuable insight into the technology industry. Ms. Sun also has extensive strategic, operational, and government experience from her time in the Bloomberg Administration and at Bloomberg L.P. Ms. Sun also gained financial services experience at McKinsey & Company and J.P. Morgan.

FRANCES FRAGOS TOWNSEND
Executive Vice President of Worldwide Government, Legal and Business Affairs, MacAndrews & Forbes Inc.
Age
58
Director Since
2013
Other Public Directorships
Scientific Games Corporation, SciPlay Corporation, and Freeport-McMoRan Inc.
Committee(s)
Compliance Committee Chair, Corporate Governance, ESG, and Public Policy Committee
Term Expires
2020
FRANCES FRAGOS TOWNSEND
Regulated Industry/Government
Financial Literacy
Emerging Markets
Global Operational Experience
Diversity - Gender
FRANCES FRAGOS TOWNSEND
Executive Vice President of Worldwide Government, Legal and Business Affairs, MacAndrews & Forbes Inc.
Age
58
Director Since
2013
Other Public Directorships
Scientific Games Corporation, SciPlay Corporation, and Freeport-McMoRan Inc.
Committee(s)
Compliance Committee Chair, Corporate Governance, ESG, and Public Policy Committee
Term Expires
2020
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS

Ms. Fragos Townsend has served as Executive Vice President of Worldwide Government, Legal and Business Affairs at privately-held MacAndrews & Forbes Inc., a diversified holding company, since 2013, and she previously served as Senior Vice President of Worldwide Government, Legal and Business Affairs from 2010 to 2012. Ms. Fragos Townsend was a corporate partner at the law firm of Baker Botts L.L.P. from 2009 to 2010. From 2008 to 2009, Ms. Fragos Townsend provided consulting services and advised corporate entities on global strategic risk and contingency planning. Prior to that, Ms. Fragos Townsend served as Assistant to President George W. Bush for Homeland Security and Counterterrorism and chaired the Homeland Security Council from 2004 until 2008. She also served as Deputy Assistant to the President and Deputy National Security Advisor Combating Terrorism from 2003 to 2004. Ms. Fragos Townsend was the first Assistant Commandant for Intelligence for the U.S. Coast Guard and spent 13 years at the U.S. Department of Justice in various senior positions. Ms. Fragos Townsend is currently a director of Scientific Games Corporation, SciPlay Corporation, and Freeport-McMoRan Inc. and was a director of SIGA Technologies, Inc. from 2011 until 2014. Ms. Fragos Townsend has declined to stand for re-election at the Annual Meeting.

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD*

Ms. Fragos Townsend has extensive public policy, government, legal, and regulatory experience, and brings to the Board valuable insights regarding the conduct of business in a highly regulated industry. Ms. Fragos Townsend also has substantial leadership experience as former chair of the Homeland Security Council and as a former officer in the U.S. Coast Guard.

SOLOMON D. TRUJILLO
Founder and Chairman, Trujillo Group, LLC
Age
68
Director Since
2012
Other Public Directorships
WPP plc
Committee(s)
Audit Committee, Compliance Committee
Term Expires
2020
SOLOMON D. TRUJILLO
CEO Experience
Regulated Industry/Government
Financial Literacy
Emerging Markets
Global Operational Experience
Diversity - Ethnic and Geographic
SOLOMON D. TRUJILLO
Founder and Chairman, Trujillo Group, LLC
Age
68
Director Since
2012
Other Public Directorships
WPP plc
Committee(s)
Audit Committee, Compliance Committee
Term Expires
2020
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS

Mr. Trujillo founded Trujillo Group, LLC, a business that provides consulting and venture capital services, and has served as its chairman since 2003. Mr. Trujillo also served as the Chief Executive Officer and as director of Telstra Corporation Limited, Australia’s largest media-communications enterprise, from 2005 to 2009. From 2003 to 2004, Mr. Trujillo was Orange SA’s Chief Executive Officer. Earlier in his career, Mr. Trujillo was President and Chief Executive Officer of US West Communications and President, Chief Executive Officer and Chairman of the Board of US West Inc. Mr. Trujillo previously served as a director of Target Corporation from 1994 to 2014, ProAmerica Bank from 2009 until 2016, and Fang Holdings Ltd. (formerly SouFun Holdings Limited) from 2014 until 2017, and currently serves as a director of WPP plc.

EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD*

Mr. Trujillo is an international business executive with experience as a chief executive officer of global companies in the telecommunications, media, and cable industries headquartered in the United States, the European Union, and the Asia-Pacific region. He has global operations experience and provides the Board with substantial international experience and expertise in the retail, technology, media, and communications industries.

*

The Board selects director nominees on the basis of experience, integrity, skills, diversity, ability to make independent analytical inquiries, understanding of the Company’s business environment, and willingness to devote adequate time to Board duties, all in the context of an assessment of the perceived needs of the Board at a given point in time. In addition to the individual attributes of each of the directors described above, the Company highly values the collective business experience and qualifications of the directors. We believe that the diversity of experiences, viewpoints, and perspectives of our directors result in a Board with the commitment and energy to advance the interests of our stockholders.

INFORMATION ABOUT OUR BOARD (Page 6)

GOVERNANCE HIGHLIGHTS (PAGE 15)

Annual Election of Directors
Proxy Access
Majority Vote Standard in Uncontested Elections
Stockholder Right to Call Special Meetings at 10% Ownership Threshold
No Stockholder Rights Plan (“Poison Pill”)
No Supermajority Voting Provisions in the Company’s Organizational Documents
Independent Board, Except Our Chief Executive Officer (“CEO”)
Independent Non-Executive Chairman
Independent Board Committees
Confidential Stockholder Voting
Board Committee Authority to Retain Independent Advisors
Robust Codes of Conduct
Board Committee Oversight of Environmental, Social, and Governance (“ESG”) Matters
Robust Stock Ownership Guidelines for Senior Executives and Directors
Prohibition Against Pledging and Hedging of Company Stock by Senior Executives and Directors
Regular Stockholder Engagement

CORE COMPONENTS OF 2019 EXECUTIVE COMPENSATION (PAGE 42)

  • Base Salary - Fixed compensation component payable in cash
  • Annual Incentive Awards - Variable compensation component payable in cash based on performance against annually established performance objectives
  • Performance-Based Restricted Stock Units (“PSUs”) - Restricted stock units vest based on the Company’s achievement of financial performance objectives and the Company’s relative total stockholder return (“TSR”) versus the Standard & Poor’s 500 Index (“S&P 500 Index”)
  • Restricted Stock Units (“RSUs”) - RSUs generally cliff vest on the third anniversary of the date of grant based on continued service during the vesting period
  • Stock Options - For our CEO, non-qualified stock options granted with an exercise price equal to fair market value on the date of grant that expire ten years after grant and become exercisable in 25% annual increments over a four-year vesting period

KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM (PAGE 31)

WHAT WE DO
  • Pay-for-performance and at-risk compensation.

    A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“at-risk”), with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives informed by our Company’s strategy. For 2019, performance-based compensation comprised approximately 83% of the targeted annual compensation for our CEO and, on average, approximately 61% of the targeted annual compensation for our other continuing NEOs. The remaining components of our NEOs’ 2019 targeted annual compensation consisted of base salary and service-based RSUs, with the Compensation and Benefits Committee (the “Compensation Committee”) viewing RSUs as at-risk as their value fluctuates based on our stock price performance.

  • Align compensation with stockholder interests.

    Performance measures for incentive compensation are linked to the overall performance of the Company and are designed to be aligned with the creation of long-term stockholder value.

  • Emphasis on future pay opportunity vs. current pay.

    Our long-term incentive awards are equity-based, use multi-year vesting provisions to encourage retention, and are designed to align our NEO’s interest with long-term shareholder interests. For 2019, long-term equity compensation comprised approximately 73% of the targeted annual compensation for our CEO and, on average, approximately 59% of the targeted annual compensation for the other NEOs.

  • Mix of performance metrics.

    The Company utilizes a mix of performance metrics that emphasize both absolute performance goals, which provide the primary links between incentive compensation and the Company’s strategic operating plan and financial results, and a relative performance goal, which measures Company performance in comparison to the S&P 500 Index.

  • Stockholder engagement.

    The Compensation Committee chair and members of management seek to engage with stockholders regularly to discuss and understand their perceptions or concerns regarding our executive compensation program.

  • “Clawback” policy.

    The Company may recover incentive compensation paid to certain officers in the event of an accounting restatement or if such officer engaged in detrimental conduct, as defined in our clawback policy. In addition, the Company may recover incentive compensation paid to certain officers for conduct that is determined to have contributed to material compliance failures, subject to applicable laws.

  • Robust stock ownership guidelines.

    We require our executive officers to own a meaningful amount of Company stock to align them with long-term stockholder interests (6x base salary in the case of our CEO and 3x base salary for our other NEOs).

  • Consider compliance in compensation program.

    Each NEO is evaluated on what the NEO has done to ensure that the NEO’s business or department is in compliance with applicable U.S. laws, with a failing score in compliance resulting in bonus ineligibility for the NEO for the applicable year.

  • Three-year performance period for PSUs.

  • Outside compensation consultant retained by the Compensation Committee.

  • “Double trigger” severance benefits in the event of a change-in-control.

  • Maximum payout caps for annual cash incentive compensation and PSUs.

WHAT WE DON'T DO
  • No repricing or buyout of underwater stock options.

    None of our equity plans permit the repricing or buyout of underwater stock options or stock appreciation rights without stockholder approval, except in connection with certain corporate transactions involving the Company.

  • No change-in-control tax gross ups for individuals promoted or hired after April 2009.

    Mr. Ersek is the only Company employee who remains eligible for excise tax gross-up payments based on Compensation Committee action in 2009.

  • Prohibition against pledging and hedging of Company securities by senior executives and directors.

    Please see “Summary of Corporate Governance Practices” for additional details.

  • No dividends or dividend equivalents are paid on unvested or unearned PSUs or RSUs.

CHIEF EXECUTIVE OFFICER COMPENSATION

The following chart illustrates this CEO pay philosophy of heavily weighting targeted CEO compensation toward variable, performance-based pay elements.

CEO 2019 TOTAL TARGET DIRECT COMPENSATION

Since a significant portion of Mr. Ersek’s compensation is both performance-based and at-risk, we are providing the following supplemental graph to compare Mr. Ersek’s total target direct compensation to the compensation “realizable” by him for each of 2017, 2018 and 2019. For the cumulative period of 2017 to 2019, realizable pay was approximately 67% higher than total target direct compensation for that period primarily due to an increase of approximately 41% in the Company’s closing stock price from the last trading day of 2017 to the last trading day of 2019.

We believe the “realizable” compensation and its relationship to total target direct compensation in each of the years and over the three-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” in that differences between realizable pay and total target direct compensation, as well as fluctuations year-over-year are primarily the result of our stock performance and our varying levels of achievement against pre-established performance goals under our Annual Incentive Plan and our Long-Term Incentive Plan. Please note that during March 2020 our stock price performance and the broader market declined significantly, which we believe was due to the implications of the coronavirus (COVID-19) outbreak among other potential factors. For example, the closing price of our stock price on the Record Date of March 16, 2020 was $20.84 per share. As further described below, the following graph provides supplemental information as of December 31, 2019 and does not reflect fluctuations in our stock price since that date.

CEO TOTAL TARGET DIRECT COMPENSATION VERSUS TOTAL REALIZABLE COMPENSATION

(1)

This graph and the total target direct compensation and total realizable compensation reported in this graph provide supplemental information regarding the compensation paid to Mr. Ersek and should not be viewed as a substitute for the 2019 Summary Compensation Table.

(2)

Amounts reported in the calculation of total target direct compensation consist of (a) annualized base salary, (b) target annual incentive opportunities granted to Mr. Ersek under the Annual Incentive Plan with respect to each of the years shown and (c) the target grant values of the long-term incentives granted to Mr. Ersek under the Long-Term Incentive Plan with respect to each of the years shown.

(3)

Amounts reported in the calculation of total realizable compensation consist of (a) annualized base salary, (b) actual annual incentive payments received by Mr. Ersek under the Annual Incentive Plan with respect to each of the years shown, (c) the value realized from the exercise of stock options and for unexercised stock options, the difference between the exercise price and the closing stock price on the last trading day of 2019, reported in the year granted, (d) the value realized upon vesting of PSUs on the vesting date and the value of unvested PSUs based on the closing stock price on the last trading day of 2019 and estimated performance as of December 31, 2019, each reported in the year granted, and (e) the value of unvested RSUs based on the closing stock price on the last trading day of 2019, each reported in the year granted.

THE PROXY PROCESS AND STOCKHOLDER VOTING

Answer

Our Board of Directors has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Board’s solicitation of proxies for use at our Annual Meeting, which will take place on May 14, 2020, or any adjournment or postponement thereof. Our stockholders are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

Answer

This means you hold shares of the Company in more than one way. For example, you may own some shares directly as a Registered Holder and other shares through a broker or you may own shares through more than one broker. In these situations, you may receive multiple Notices of Internet Availability of Proxy Materials or, if you request proxy materials to be delivered to you by mail, Proxy Cards. It is necessary for you to vote, sign, and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Notices of Internet Availability of Proxy Materials you receive in order to vote all of the shares you own. If you request proxy materials to be delivered to you by mail, each Proxy Card you receive will come with its own prepaid return envelope; if you vote by mail, make sure you return each Proxy Card in the return envelope that accompanied that Proxy Card.

Answer

In addition to furnishing proxy materials electronically, we take advantage of the SEC’s “householding” rules to reduce the delivery cost of materials. Under such rules, only one Notice of Internet Availability of Proxy Materials or, if you have requested paper copies, only one set of proxy materials is delivered to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. If you are a stockholder sharing an address and wish to receive a separate Notice of Internet Availability of Proxy Materials or copy of the proxy materials, you may so request by contacting the Broadridge Householding Department by phone at 1-866-540-7095 or by mail to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717. A separate copy of the proxy materials will be promptly provided following receipt of your request, and you will receive separate materials in the future. If you currently share an address with another stockholder but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting the Broadridge Householding Department at the number or address shown above.

Answer

YES! We are required to obtain stockholder approval for the election of directors and other important matters. Each share of Common Stock is entitled to one vote and every share voted has the same weight. In order for the Company to obtain the necessary stockholder approval of proposals, a “quorum” of stockholders (a majority of the issued and outstanding shares entitled to vote) must be represented at the Annual Meeting in person or by proxy. Stockholders attending the Annual Meeting via webcast are deemed to be present “in person”. If a quorum is not obtained, the Company must adjourn or postpone the Annual Meeting and solicit additional proxies; this is an expensive and time-consuming process that is not in the best interest of the Company or its stockholders. Since few stockholders can spend the time to attend the Annual Meeting, voting by proxy is important to obtain a quorum and complete the stockholder vote.

Answer

    By Telephone or Internet—You may vote your shares via telephone as instructed on the Proxy Card, or the Internet as instructed on the Proxy Card or the Notice of Internet Availability of Proxy Materials. The telephone and Internet procedures are designed to authenticate your identity, to allow you to vote your shares, and confirm that your instructions have been properly recorded.

The telephone and Internet voting facilities will close at 11:59 p.m., Eastern Time, on May 13, 2020.

    By Mail—If you request paper Proxy Cards by telephone or Internet, you may elect to vote by mail. If you elect to do so, you should complete, sign, and date each Proxy Card you receive, indicating your voting preference on each proposal, and return each Proxy Card in the prepaid envelope that accompanied each Proxy Card. If you return a signed and dated Proxy Card but you do not indicate your voting preferences, your shares will be voted in accordance with the recommendations of the Board of Directors. By returning your signed and dated Proxy Card or providing instructions by the alternative voting procedure in time to be received for the Annual Meeting, you authorize Hikmet Ersek and Caroline Tsai to act as your proxies (the “Proxies”) to vote your shares of Common Stock as specified.

    By Tablet or Smartphone—If you are a Beneficial Owner, you may vote your shares online with your tablet or smartphone by scanning the QR code above. If you are a Registered Holder, you may vote your shares online with your tablet or smartphone by scanning the QR code on your Proxy Card. The ability to vote in this way by tablet or smartphone will expire at 11:59 p.m., Eastern Time, on May 13, 2020.

During the Annual Meeting—You may vote during the Annual Meeting.

If you are a Record Holder, access the webcast online by going to https://web.lumiagm.com/291373158, have the 11-digit control/identification number and meeting code included on your Notice of Internet Availability of Proxy Materials or Proxy Card available, and follow the instructions. You may cast your vote during the Annual Meeting by following the link provided on the webcast.

If you are a Beneficial Owner, you must contact the broker or agent that holds your shares to request a legal proxy giving you the right to vote your shares and an access code for the webcast will be provided to you. You can access the webcast online by going to https://web.lumiagm.com/291373158, have your meeting code included on your Notice of Internet Availability of Proxy Materials or Proxy Card and access code available, and follow the instructions. You may cast your vote during the Annual Meeting by emailing a copy of your legal proxy to EQSS-ProxyTabulation@equiniti.com.

Shares held in The Western Union Company Incentive Savings Plan—For shares held in The Western Union Company Incentive Savings Plan (the “ISP”), that plan’s trustee will vote such shares as directed. If no direction is given on how to vote such shares to the trustee by mail on or before May 11, 2020 or by Internet, telephone, tablet or smartphone by 11:59 p.m., Eastern Time, on May 13, 2020, the trustee will vote your shares held in that ISP in the same proportion as the shares for which it receives instructions from all other participants in the ISP.

Answer

The Company’s By-Laws (the “By-Laws”) require that directors 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 votes “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. Stockholders attending the virtual Annual Meeting via webcast are deemed to be present “in person”.

The advisory vote to approve executive compensation (Proposal 2), the ratification of Ernst & Young LLP’s selection as independent registered public accounting firm for 2020 (Proposal 3), and the stockholder proposal regarding political contributions disclosure (Proposal 4) each require the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Stockholders attending the virtual Annual Meeting via webcast are deemed to be present “in person”.

Answer

It depends on how ownership of your shares is registered and the proposal to be voted upon. If you own shares as a Registered Holder, rather than through a broker, your unvoted shares will not be represented at the Annual Meeting and will not count toward the quorum requirement. Except as described below regarding your broker’s ability to vote your shares on certain matters, and assuming a quorum is obtained, your unvoted shares will not affect whether a proposal is approved or rejected.

If you own shares as a Beneficial Holder through a broker and do not vote, your broker may represent your shares at the meeting for purposes of obtaining a quorum. As described in the answer to the following question, in the absence of your voting instruction, your broker may or may not be authorized to vote your shares.

Answer

If you own your shares as a Beneficial Holder through a broker and you don’t vote, your broker may vote your shares in its discretion on some “routine matters.” With respect to other proposals, however, your broker may not be able to vote your shares for you. With respect to these proposals, the aggregate number of unvoted shares is reported as the “broker non-vote.” A “broker non-vote” share will not affect the determination of whether the matter is approved. The Company believes that the proposal to ratify Ernst & Young LLP’s selection as independent registered public accounting firm for 2020 (Proposal 3) set forth in this Proxy Statement is a routine matter on which brokers will be permitted to vote shares on your behalf, even without voting instructions. If your broker votes these shares on your behalf, your shares will be counted as present for purposes of establishing a quorum at the Annual Meeting.

Other than Proposal 3, the Company believes that all proposals set forth in this Proxy Statement are not considered routine matters and brokers will not be able to vote on behalf of their clients if no voting instructions have been furnished. Please vote your shares on all proposals.

Answer

Whether you own your shares as a Registered Holder or as a Beneficial Holder, abstentions are counted toward the quorum requirement and have the same effect as votes “against” a proposal, other than the proposal to elect directors (Proposal 1), on which they have no effect.

Answer

Brokers typically own shares of Common Stock for many stockholders. In this situation, the Registered Holder on the Company’s stock register is the broker or its nominee. This often is referred to as holding shares in “Street Name.” The Beneficial Holders of such shares do not appear in the Company’s stockholder register. If you hold your shares in Street Name, and elect to vote via telephone, Internet, tablet or smartphone, your vote will be submitted to your broker. If you request paper Proxy Cards and elect to vote by mail, the accompanying return envelope is addressed to return your executed Proxy Card to your broker. Shortly before the Annual Meeting, each broker will total the votes submitted by telephone, Internet, tablet or smartphone or mail by the Beneficial Holders for whom it holds shares and submit a Proxy Card reflecting the aggregate votes of such Beneficial Holders.

Answer

In accordance with the Company’s Corporate Governance Guidelines, the vote of any stockholder will not be revealed to anyone other than a non-employee tabulator of votes or an independent election inspector (the “Inspector of Election”), except (i) as necessary to meet applicable legal and stock exchange listing requirements, (ii) to assert claims for or defend claims against the Company, (iii) to allow the Inspector of Election to certify the results of the stockholder vote, (iv) in the event a proxy, consent, or other solicitation in opposition to the voting recommendation of the Board of Directors takes place, (v) if a stockholder has requested that his or her vote be disclosed, or (vi) to respond to stockholders who have written comments on Proxy Cards.

Answer

Yes. You have the right to revoke your proxy at any time prior to the time your shares are voted. If you are a Registered Holder, your proxy can be revoked in several ways: (i) by delivery of a written revocation to the Corporate Secretary, The Western Union Company, 7001 E. Belleview Avenue, Denver, Colorado 80237, by 11:59 p.m., Eastern Time, on May 13, 2020, (ii) by timely submission of another valid proxy bearing a later date (including through any alternative voting procedure described on the Notice of Internet Availability of Proxy Materials or Proxy Card), or (iii) by voting during the Annual Meeting. If your shares are held by a broker, you must contact your broker in order to revoke your proxy. See “How do I Vote?” above for additional information about how to timely submit another proxy.

Answer

Management does not know of any business to be transacted at the Annual Meeting other than those matters described in this Proxy Statement. The period specified in the Company’s By-Laws for submitting additional proposals to be considered at the Annual Meeting has passed and there are no such proposals to be considered. However, should any other matters properly come before the Annual Meeting, and any adjournments and postponements thereof, shares with respect to which voting authority has been granted to the Proxies will be voted by the Proxies in accordance with their judgment.

Answer

Votes will be counted and certified by the Inspector of Election, who is an employee of Equiniti Trust Company, the Company’s Transfer Agent and Registrar (“Equiniti”). If you are a Registered Holder, your telephone, Internet, tablet, or smartphone vote is submitted, or your executed Proxy Card is returned, directly to Equiniti for tabulation. As noted above, if you hold your shares as a Beneficial Holder, your broker returns a single Proxy Card to Equiniti on behalf of its clients.

Answer

The Company has engaged the firm of MacKenzie Partners, Inc., 1407 Broadway, New York, NY 10018, to assist in distributing and soliciting proxies for a fee of approximately $20,000, plus expenses. However, the proxy solicitor fee is only a small fraction of the total cost of the proxy process. A significant expense in the proxy process is printing and mailing the proxy materials. The Company will also reimburse brokers, fiduciaries, and custodians for their costs in forwarding proxy materials to Beneficial Holders of our Common Stock. Proxies also may be solicited on behalf of the Company by directors, officers, or employees of the Company in person or by mail, telephone, email, or facsimile transmission. No additional compensation will be paid to such directors, officers, or employees for soliciting proxies. The Company will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing, and mailing of the Notice of Internet Availability of Proxy Materials, and this Proxy Statement and the accompanying Proxy Card, Notice of Meeting, and 2019 Annual Report.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Company’s Proxy Statement and 2019 Annual Report are available at www.proxyvote.com for Beneficial Holders and www.proxydocs.com/wu for Registered Holders. To access such materials, you will need the control/identification numbers provided to you in your Notice of Internet Availability of Proxy Materials or your Proxy Card. You may also access this Proxy Statement and 2019 Annual Report at www.wuannualmeeting.com.

IMPORTANT INFORMATION CONCERNING THE WESTERN UNION COMPANY ANNUAL MEETING ON MAY 14, 2020

  • Due to public health concerns regarding the coronavirus (COVID-19) outbreak, this year the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted online via live webcast.

  • Online access begins: 7:30 a.m., Mountain Time.

  • Meeting begins: 8:00 a.m., Mountain Time.

  • Stockholders as of the close of business on the Record Date are entitled to participate in the Annual Meeting.

  • You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting https://web.lumiagm.com/291373158. You also will be able to vote your shares during the Annual Meeting by submitting your vote through the link provided on the webcast if you are a Registered Holder, or by emailing a copy of your legal proxy to EQSS-ProxyTabulation@equiniti.com if you are a Beneficial Owner.

  • We encourage you to access the Annual Meeting prior to the start time. Please allow ample time to log in and establish your connectivity.

  • If you are a Registered Holder, you will need the 11-digit control/identification number and meeting code included on your Notice of Internet Availability of Proxy Materials or Proxy Card to participate in the Annual Meeting. If you are a Beneficial Owner, you will need the access code provided by your broker or agent and the meeting code included on your Notice of Internet Availability or Proxy Card to participate in the Annual Meeting.

  • Visit www.proxyvote.com (for Beneficial Owners) or www.proxydocs.com/wu (for Registered Holders) in advance of the Annual Meeting where you can access copies of our proxy statement and 2019 Annual Report. You may also access this Proxy Statement and Annual Report to Stockholders at www.wuannualmeeting.com.

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