Independent
Tenure on this board
2.5 yrs
12 nominees · 5 ballot items.
Election of twelve directors; advisory (say-on-pay) approval of executive compensation; ratification of Ernst & Young LLP as independent auditors; approval of the 2026 Employee Stock Purchase Plan (ESPP); and a stockholder proposal to permit stockholder action by written consent.
Elect the twelve director nominees named in the proxy to serve one-year terms until the 2027 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables. Management seeks this vote annually to confirm stockholder support for its executive compensation framework, which emphasizes pay-for-performance, a heavy weighting toward at-risk and equity-based compensation, and multi-year performance metrics tied to the Company’s strategic transformation. The Committee responded to a 46% support outcome in 2025 with enhanced stockholder engagement, eliminated above-target/one-time CEO awards in 2025, adjusted incentive designs for 2026 to remove overlapping metrics, and improved proxy disclosures to increase transparency. The Board recommends a FOR vote arguing the program aligns management incentives with long-term shareholder value creation and retention through PSUs, RSUs and performance metrics including adjusted revenue, EPS, consumer services growth, and TSR modifiers. Critics historically cited concerns about perceived one-time grants and pay-for-performance alignment; management’s recent changes were intended to address those issues. While advisory, the outcome guides the Compensation Committee on future program adjustments and disclosures; a negative vote typically triggers further engagement and potential design changes. Institutional investors will weigh the Company’s recent governance responsiveness, the Committee’s changes, and ongoing business performance in deciding their vote. Overall, the proposal is governance-focused rather than transaction-specific and reflects routine annual stockholder oversight of executive pay.
Ratify the Board and Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Approve the adoption of the Company’s 2026 ESPP, which authorizes issuance of up to 3,000,000 shares and provides employees the ability to purchase stock via payroll deductions plus receive matching RSUs.
A stockholder proposal requesting the Board to permit stockholders entitled to cast the minimum number of votes necessary to authorize an action at a meeting to act by written consent without unnecessary restrictions.
The proponent requests that the Board enable stockholders holding the minimal votes needed to take action at a meeting to instead effect that action by written consent, removing restrictions such as minimum holding periods and the method of share ownership. The core argument is that written consent would give shareholders a faster, complementary tool to special meetings for presenting proposals or removing directors when the company underperforms; the proponent cites Western Union’s recent operating and stock-price headwinds as evidence of urgency. Management counters that the Company already provides robust stockholder rights—annual director elections with majority standard, proxy access, and a 10% special meeting threshold implemented after prior engagement—and that written consent can produce confusion, duplicate or contradictory solicitations, and deprive shareholders of transparent, well-informed debate. Board opposition cites historical stockholder votes (limited prior support) and engagement feedback favoring a lowered special-meeting threshold rather than written consent; it also emphasizes market practice among large companies and the protections of in-person or proxy-vote meetings. The governance debate centers on balancing faster shareholder remedies and coordination risks in a widely held public company; the Company favors engagement and existing mechanisms while proponents favor adding written consent as an additional tool. Given the Company’s prior changes to governance (10% special meeting threshold) and ongoing investor outreach, the proposal’s adoption would mark a material change to stockholder procedure and could alter how shareholder activism and board accountability operate at Western Union.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.79% | 18,080,563 | $158M |
| 2 | SCHRODER INVESTMENT MANAGEMENT GROUP | 5.35% | 16,699,725 | $146M |
| 3 | BlackRock, Inc. | 5.24% | 16,373,094 | $143M |
| 4 | Capital Research Global Investors | 4.69% | 14,646,547 | $128M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.54% | 14,187,010 | $124M |
| 6 | STATE STREET CORP | 3.61% | 11,282,347 | $98M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.51% | 10,957,104 | $96M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 3.42% | 10,683,539 | $93M |
| 9 | LSV ASSET MANAGEMENT | 3.21% | 10,017,734 | $87M |
| 10 | Allianz Asset Management GmbH | 2.92% | 9,137,212 | $80M |
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