8-K
filed May 18, 2023, 7:59 PM ET
ticker WU
CIK 0001365135
other
confidence high
sentiment neutral
materiality 0.35
Western Union stockholders approve charter officer exculpation; reject written consent proposal
Western Union CO
- Elected 9 directors: each received >272M votes for; highest 300M+ for Timothy Murphy.
- Approved say-on-pay (277.6M for, 23.4M against) and ratified E&Y as 2023 auditor (318.6M for).
- Approved charter amendment limiting officer liability (239.5M for, 62.0M against).
- Rejected stockholder written consent proposal (100.8M for, 200.1M against).
- Board set annual advisory vote on exec compensation after frequency vote favored one year.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Western Union CO: Amendment to the charter to limit liability for certain officers in accordance with new Delaware law provisions (effective 2023-05-15).
- Change
- charter amendment
- Effective
- 2023-05-15
Exact text from the filing
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described in Item 5.07 below, on May 12, 2023, at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), of The Western Union Company (the “Company”), upon the recommendation of the Company’s Board of Directors (the “Board”), the stockholders of Company approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the “Charter”) to reflect new Delaware law provisions regarding officer exculpation. The newly amended Charter was filed with the office of the Secretary of State of Delaware on May 15, 2023, and became effective upon filing.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Western Union CO shareholders approved Ratification of Selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for 2023 at the 2023-05-12 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-12
Exact text from the filing
Proposal 4: Ratification of Selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for 2023. Votes For Votes Against Abstentions Broker Non-Votes 318,637,128 5,777,490 1,271,824 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Western Union CO shareholders approved Election of Directors at the 2023-05-12 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-12
Exact text from the filing
Proposal 1: Election of Directors. Name Votes For Votes Against Abstentions Broker Non-Votes Martin I. Cole 297,847,687 3,341,189 1,041,916 23,455,650 Betsy D. Holden 279,338,604 21,870,732 1,021,456 23,455,650 Jeffrey A. Joerres 295,218,745 5,970,566 1,041,481 23,455,650 Devin B. McGranahan 299,112,862 2,039,496 1,078,434 23,455,650 Michael A. Miles, Jr. 272,986,934 28,208,414 1,035,444 23,455,650 Timothy P. Murphy 300,014,409 1,183,368 1,033,015 23,455,650 Jan Siegmund 299,610,690 1,552,406 1,067,696 23,455,650 Angela A. Sun 299,304,164 1,899,533 1,027,095 23,455,650 Solomon D. Trujillo 298,491,546 2,707,219 1,032,027 23,455,650
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Western Union CO shareholders approved Advisory Vote on the Frequency of the Vote on Executive Compensation at the 2023-05-12 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-05-12
Exact text from the filing
Proposal 3: Advisory Vote on the Frequency of the Vote on Executive Compensation. One Year Two Years Three Years Abstentions Broker Non-Votes 294,986,461 370,425 6,101,068 772,838 23,455,650
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Western Union CO shareholders approved Advisory Vote to Approve Executive Compensation at the 2023-05-12 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-12
Exact text from the filing
Proposal 2: Advisory Vote to Approve Executive Compensation. Votes For Votes Against Abstentions Broker Non-Votes 277,557,702 23,405,612 1,267,478 23,455,650
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Western Union CO shareholders approved Amendment to the Charter to Limit Liability for Certain Officers at the 2023-05-12 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-05-12
Exact text from the filing
Proposal 5: Amendment to the Charter to Limit Liability for Certain Officers. Votes For Votes Against Abstentions Broker Non-Votes 239,453,495 61,980,841 796,456 23,455,650
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Western Union CO shareholders rejected Stockholder Proposal Regarding Stockholder Right to Act by Written Consent at the 2023-05-12 meeting.
- Outcome
- failed
- Meeting
- 2023-05-12
Exact text from the filing
Proposal 6: Stockholder Proposal Regarding Stockholder Right to Act by Written Consent. Votes For Votes Against Abstentions Broker Non-Votes 100,809,394 200,057,187 1,364,211 23,455,650
View on SEC.gov
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