UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Western Union Company 2024 Long-Term Incentive Plan
At the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of The Western Union Company (the “Company”) held on May 17, 2024, the Company’s stockholders approved The Western Union Company 2024 Long-Term Incentive Plan (the “2024 Plan”), which had been previously approved by the Company’s Board of Directors (the “Board of Directors”) subject to stockholder approval. The 2024 Plan replaces The Western Union Company 2015 Long-Term Incentive Plan (the "Prior Plan”) with respect to future grants. The following paragraphs provide a summary of certain terms of the 2024 Plan.
The purposes of the 2024 Plan are: (i) to advance the interests of the Company by attracting and retaining high caliber employees, and other key individuals who perform services for the Company or its subsidiaries or affiliates; (ii) to align the interests of the Company’s stockholders and recipients of awards under the 2024 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success; and (iii) to motivate award recipients to act in the long-term best interests of the Company and its stockholders. The Compensation and Benefits Committee of the Board of Directors will administer the 2024 Plan and will designate the eligible award recipients under the 2024 Plan; provided that in the case of awards granted to non-employee members of the Board of Directors, the Board of Directors will act as administrator of the 2024 Plan.
Under the 2024 Plan, the Company may grant: (i) non-qualified stock options; (ii) “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code); (iii) stock appreciation rights (“SARs”); (iv) restricted stock, restricted stock units, and other stock awards (“Stock Awards”); and (v) performance awards. Subject to the terms and conditions of the 2024 Plan, the number of shares authorized for grants under the 2024 Plan is (i) 22,300,000 shares, plus (ii) any shares of common stock that are available for awards under the Prior Plan as of the effective date of the 2024 Plan. The number of shares that remain available for future grants under the 2024 Plan will be reduced by the aggregate number of shares that become subject to outstanding stock options, outstanding free-standing SARs, outstanding Stock Awards and outstanding performance awards denominated in shares of common stock, subject to certain exceptions set forth under the 2024 Plan.
The foregoing description of the 2024 Plan is qualified in its entirety by the text of the 2024 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On May 17, 2024, at the Annual Meeting, the stockholders of the Company: (i) elected the persons listed below to serve as directors of the Company for a one-year term; (ii) on an advisory basis, voted to approve the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting; (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024; and (iv) approved the 2024 Plan. The final voting results for the matters voted upon at the Annual Meeting are as follows:
Proposal 1: Election of Directors.
Name |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
Julie M. Cameron-Doe |
283,256,057 |
1,923,504 |
284,417 |
21,024,916 |
Martin I. Cole |
281,924,593 |
3,237,884 |
301,501 |
21,024,916 |
Suzette M. Deering |
282,715,740 |
2,464,000 |
284,238 |
21,024,916 |
Betsy D. Holden |
263,544,664 |
21,631,758 |
287,556 |
21,024,916 |
Jeffrey A. Joerres |
278,693,021 |
6,464,574 |
306,383 |
21,024,916 |
Devin B. McGranahan |
281,328,127 |
3,817,169 |
318,682 |
21,024,916 |
Michael A. Miles, Jr. |
268,632,917 |
16,515,618 |
315,443 |
21,024,916 |
Timothy P. Murphy |
283,234,298 |
1,898,628 |
331,052 |
21,024,916 |
Jan Siegmund |
283,151,156 |
2,015,703 |
297,119 |
21,024,916 |
Angela A. Sun |
282,334,614 |
2,842,997 |
286,367 |
21,024,916 |
Solomon D. Trujillo |
273,814,829 |
11,335,839 |
313,310 |
21,024,916 |
Proposal 2: Advisory Vote to Approve Executive Compensation.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
259,119,065 |
25,885,672 |
459,241 |
21,024,916 |
Proposal 3: Ratification of Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2024.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
302,476,030 |
3,583,964 |
428,900 |
0 |
Proposal 4: Approval of The Western Union Company 2024 Long-Term Incentive Plan.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
267,406,757 |
17,693,656 |
363,565 |
21,024,916 |
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description of Exhibit |
10.1 |
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101 |
Inline XBRL Document Set for the Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: May 22, 2024 |
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THE WESTERN UNION COMPANY |
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By: |
/s/ DARREN A. DRAGOVICH |
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Name: |
Darren A. Dragovich |
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Title: |
Vice President and Secretary |