UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment

(Amendment No.    )

Filed by the Registrantþ

  ☒                             Filed by a Party other than the Registrant¨  ☐

Check the appropriate box:

¨  Preliminary Proxy Statement

¨  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ  Definitive Proxy Statement

¨  Definitive Additional Materials

¨  Soliciting Material Pursuant to §240.14a-12

MONEYGRAM INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

3

Filing Party:

Pamela H. Patsley

Executive Chairman

2828 North Harwood Street, 15th Floor

Dallas, Texas 75201

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Only stockholders of record of our common stock at the close of business on March 18, 20169, 2020 are entitled to receive this notice and to vote at the meeting. A list of the names of stockholders of record entitled to vote at the meeting will be available during the entire time of the meeting on the virtual meeting website.

To assure your representation at the meeting, please vote by telephone, on the Internet using the instructions on the proxy card, or by signing, dating and returning the proxy card in the postage-prepaid envelope provided. You may also vote online during the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY MAY 6, 2020

The Notice of Annual Meeting, Proxy Statement and 2019 Annual Report on Form10-K are available atwww.proxyvote.com.

By Order of the Board of Directors

Francis Aaron HenryRobert L. Villaseñor

Executive Vice President, General Counsel and

Corporate Secretary

Dallas, Texas

March 27, 2020

TABLE OF CONTENTS

ii

2020 Notice and Proxy Statement

PART ONE

VOTING INFORMATION

A proxy is solicited on behalf of the Board of Directors (the “Board”) of MoneyGram International, Inc. (“MoneyGram,” the “Company,” “we,” “us” or “our”) for use at the Annual Meeting of Stockholders to be held on Wednesday, May 11, 2016,6, 2020, beginning at 8:00 a.m., Central Time, at the Crescent Club, located at 200 Crescent Court, Dallas, Texas 75201,www.virtualshareholdermeeting.com/MGI2020 and at any adjournment(s)adjournment or postponement(s)postponement thereof. We are first mailing the proxy statement and proxy card to holders of MoneyGram common stock on or about April 4, 2016.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 11, 2016

The Notice of Annual Meeting, proxy statement and 2015 Annual Report on Form 10-K are available athttp://ir.moneygram.com/sec.cfm.March 27, 2020.

Who May Vote/Voting Rights

MoneyGram has two classes of capital stock outstanding: common stock and Series D Participating Convertible Preferred Stock, or D Stock.

Stockholders of record of MoneyGram common stock at the close of business on March 18, 2016,9, 2020, referred to herein as the record date, are entitled to receive the Notice of Annual Meeting and vote their shares at the meeting. On the record date, 53,755,79463,359,826 shares of common stock and 71,281.903871,282 shares of D Stock were outstanding. As of the record date, the 71,281.903871,282 shares of D Stock, all of which are held by The Goldman Sachs Group, Inc. and its affiliates, or the Goldman Sachs Group, are convertible into 8,910,234 shares of common stock.

As of the record date, affiliates or coinvestors of Thomas H. Lee Partners, L.P., or THL, own approximately 44.2 percent of our common stock. As of the record date, the Goldman Sachs Group would own approximately 14.3 percent12.4% of our common stock on a diluted basis upon conversion of their D Stock, and THL would own approximately 37.9 percent of our common stock on a diluted basis.Stock. The D Stock, as held by the Goldman Sachs Group, isnon-voting stock except for the rights to vote on limited matters specified in the Certificate of Designations, Preferences and Rights of the D Stock of the Company, none of which are being presented for a vote at this meeting.

A holder of common stock is entitled to one vote for each share of common stock held on the record date.date for each of the proposals set forth herein. There is no cumulative voting.

How You May Vote

You are entitled to vote at the meeting if you are a stockholder of record of common stock on the record date. You may vote in person at the meeting, by automated telephone voting, on the Internet or by proxy. IfThe Board recommends you require directionsvote by proxy even if you plan to attendparticipate in the meeting, please call us at (214) 999-7552.meeting. You may vote in one of four ways:

How You May Revoke or Change Your Vote

Proxies may be revoked or changed if you:

●

vote again by telephone or on the Internet prior to the meeting; or

Votes Required/Voting Procedures

The presence at this annual meeting of stockholders, in persononline or by proxy, of a majority of the voting power of our common stock issued and outstanding and eligible to vote will constitute a quorum for the transaction of business at the meeting. If a quorum is not present at the meeting, the chairman of the meeting or the holders of a majority of the voting power of our common stock entitled to vote at the meeting who are present in person or by proxy at the meeting have the power to adjourn the meeting from time to time, until a quorum is present.

In general, shares of common stock either represented in person at the meeting or by a properly signed and returned proxy card, or properly voted by telephone or on the Internet, will be counted as present and entitled to vote at the meeting for purposes of determining the existence of a quorum. Proxies received but marked as abstentions and brokernon-votes will be included in the voting power considered to be present at the meeting for purposes of determining a quorum. Brokernon-votes are shares held of record by a broker that are not voted because the broker has not received voting instructions from the beneficial owner of the shares and the broker either lacks or declines to exercise the authority to vote the shares in its discretion.

Proxies will be voted as specified by the stockholder. Signed proxies that lack any specification will be voted “FOR”(i) ”FOR” each of the Board’s director nominees.nominees; (ii) ”FOR” the ratification of KPMG LLP, or KPMG, as our independent registered public accounting firm for 2020; (iii) “FOR” the approval, on an advisory basis, of a resolution on our executive compensation; and (iv) “FOR” the approval of an Amendment and Restatment of the MoneyGram International, Inc. 2005 Omnibus Incentive Plan. Notwithstanding the foregoing, proxies corresponding to shares held through the MoneyGram International, Inc. 401(k) Plan, or the 401(k) plan, will be voted as described below. The proxy holders will use their best judgment with respect to any other matters properly brought before the meeting. If a nominee cannot or will not serve as a director, the proxy may be voted for another person as the proxy holders decide.

Unless you provide voting instructions to any broker holding shares on your behalf, your broker may not use discretionary authority to vote your shares on any of the matters to be considered at the annual meeting.meeting other than the ratification of our independent registered public accounting firm. Please vote your proxy so your vote can be counted.

Independent Tabulator.We have appointed Broadridge Financial Solutions Inc. or Broadridge, as our independent tabulator to receive and tabulate all votes cast at the annual meeting. Broadridge will determine whether a quorum is present.

Election of Directors (Proposal 1).    Each director nominee receiving a majority of the voting power of the common stock outstanding as of the record date and voted with respect to the director will be elected as a director, provided a quorum is present at the meeting. This means that the voting power of the stock voted “FOR” a director nominee must exceed the voting power of the stock voted “AGAINST” that director nominee in order for that nominee to be elected as a director. Shares not represented at the meeting, brokernon-votes and proxies marked “ABSTAIN” have no effect on the election of directors. Affiliates

Ratification of THL have indicated their intent toAppointment of Independent Registered Public Accounting Firm for 2020 (Proposal 2).    The affirmative vote all of their sharesa majority of the voting power of the common stock whichoutstanding as of the record date represent approximately 44.2 percentand voted with respect to this proposal is required for the approval of this proposal, provided a quorum is present at the meeting. Shares not represented at the meeting, brokernon-votes and proxies marked “ABSTAIN” with regard to this proposal have no effect on this proposal.

Advisory Vote on Executive Compensation (Proposal 3).The affirmative vote of a majority of the voting power of ourthe common stock “FOR” eachoutstanding as of the director nomineesrecord date and voted with respect to this proposal is required to approve, on an advisory basis, the compensation of MoneyGram’s named executive officers and the overall executive compensation policies and procedures employed by MoneyGram for its named executive officers. Shares not represented at the meeting, brokernon-votes and proxies marked “ABSTAIN” have no effect on this proposal. While the outcome of the vote on this proposal will not be binding on the Board, the Board will review and consider the voting results when determining future executive compensation decisions.

Amended and Restated MoneyGram International, Inc. 2005 Omnibus Incentive Plan (Proposal 4).    The affirmative vote of a majority of the voting power of the common stock outstanding as of the record date and voted with respect to this proposal is required for the approval of this proposal, provided a quorum is present at the meeting. Shares not represented at the meeting, brokernon-votes and proxies marked “ABSTAIN” have no effect on this proposal.

2020 Notice and Proxy Statement

PART TWO

2020 Notice and Proxy Statement

BOARD OF DIRECTORS AND GOVERNANCE

Background

2008 Recapitalization

On March 25, 2008, MoneyGram completed a recapitalization transaction (the “2008 Recapitalization”), pursuant to the terms of an amended and restated purchase agreement (“Purchase Agreement”), dated as of March 17, 2008, with THL and affiliates of Goldman, Sachs & Co. (together with THL, the “Investors”). Pursuant to the Purchase Agreement, MoneyGram, among other things, sold shares of Series B Participating Convertible Preferred Stock (“B Stock”) to THL and shares of Series B-1 Participating Convertible Preferred Stock (“B-1 Stock”) to affiliates of Goldman, Sachs & Co. for an aggregate purchase price of $760.0 million. In addition, the Company paid $7.5 million of transaction costs relating to the issuance of the B Stock and B-1 Stock (“Series B Stock”) through the issuance of additional shares of B-1 Stock to affiliates of Goldman, Sachs & Co. The issuance of the Series B Stock gave the Investors an initial equity interest of approximately 79 percent. For additional information regarding the 2008 Recapitalization, the Purchase Agreement and related matters, see “Transactions with Related Persons” in this proxy statement. See “Part Four—Other Important Information—Security Ownership of Certain Beneficial Owners” for more information regarding the Investors’ equity interest in the Company.

2011 Recapitalization/Offering

On March 7, 2011, MoneyGram entered into a Recapitalization Agreement, pursuant to which (i) THL converted all of the shares of B Stock into shares of our common stock in accordance with MoneyGram’s Certificate of Designations, Preferences and Rights of the B Stock, (ii) the Goldman Sachs Group converted all of the shares of B-1 Stock into shares of D Stock in accordance with MoneyGram’s Certificate of Designations, Preferences and Rights of the B-1 Stock, (iii) THL received 3,520,358 additional shares of our common stock and $140.8 million in cash, and (iv) the Goldman Sachs Group received approximately 15,503 additional shares of D Stock (equivalent to 1,937,975 shares of our common stock) and $77.5 million in cash. Such transactions are referred to collectively herein as the 2011 Recapitalization. On May 18, 2011, the Company and the Investors completed the 2011 Recapitalization.

In the fourth quarter of 2011, MoneyGram closed an underwritten secondary public offering, pursuant to which the Investors sold an aggregate of 10,237,524 shares of our common stock.

Reverse Stock Split

On November 14, 2011, MoneyGram effected a one-for-eight reverse stock split of its issued and outstanding common stock. All share numbers in this proxy statement reflect the reverse stock split.

2014 Equity Transactions

On April 2, 2014, MoneyGram completed an underwritten secondary public offering by the Investors of an aggregate of 9,200,000 shares of MoneyGram’s common stock. As part of the transaction, the Goldman Sachs Group converted an aggregate of 37,957 shares of D Stock to 4,744,696 shares of common stock, which were sold as part of the transaction. The selling stockholders received all of the proceeds from the offering. Also on April 2, 2014, the Company completed the repurchase of 8,185,092 shares of common stock from the THL selling stockholders at a price of $16.25 per share. MoneyGram funded the share repurchase with a $130.0 million incremental term loan facility and cash on hand. The repurchased shares were cancelled and are no longer outstanding.

Board Representation

Pursuant to the Purchase Agreement, the Investors were provided with certain rights with respect to representation on the Board and committees of the Board, and such representatives are referred to herein as Board Representatives. Under the Purchase Agreement, THL has the right to designate two to four directors who each have equal votes and who are to have such aggregate number of votes equal to the number of directors as is proportionate to the Investors’ common stock ownership (on an as-converted basis). Therefore, each director designated by THL has multiple votes and each other director has one vote. During 2015, THL designated Seth W. Lawry and Ganesh B. Rao to serve as its Board Representatives. The Purchase Agreement also provides for the general attendance by two representatives of the Goldman Sachs Group to observe at Board meetings. However, during 2015 the Goldman Sachs Group did not designate any such representative.

So long as the Investors or their affiliates beneficially own, in the aggregate, common stock or D Stock representing an initial cost of not less than $75 million, the Investors are entitled to nominate and cause the Company to appoint replacements for the Board Representatives. If the Investors and their affiliates at any time cease to meet such ownership requirements, the Investors will have no further rights with respect to representation on the Board or committees of the Board and, if so requested by the Company, will promptly cause the Board Representatives to resign, and take all other action reasonably necessary, or reasonably requested by the Company, to cause the prompt removal of, the Board Representatives.

Board Structure and Composition

The Company’s Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, as amended (our “Bylaws”), provide that each director of the Company is elected for aone-year term by the vote of a majority of the voting power of the common stock outstanding as of the record date and voted with respect to the director, provided that in contested elections, the directors shall be elected by a plurality of the voting power of the common stock. Subject to certain rights of the Investors, the number of directors on the Board shall be fixed by a majority of the whole Board, but shall not be more than seventeen nor less than three. If a vacancy occurs, including as a result of an increase in the authorized number of directors, the vacant directorship may be filled by the affirmative vote of a majority of the votes of the remaining directors for a term expiring at the next annual meeting of stockholders, subject to certain rights provided to the Investors under the Purchase Agreement.stockholders. Each director holds office until a successor has been duly elected and qualified.

The Board is currently comprisedmade up of tennine members: sixeight independent directors (as defined below), two Board Representatives, Pamela H. Patsley, Executive and W. Alexander Holmes, Chairman of the Board and W. Alexander Holmes, Chief Executive Officer or CEO,(“CEO”), of the Company. J. Coley Clark, Victor W. Dahir, Ambassador Antonio O. Garza, Seth W. Lawry, Michael P. Rafferty, Ganesh B. Rao, W. Bruce Turner and Peggy Vaughan currently serve as independent directors on the Board. An “independent director” means a director or director nominee who satisfies all standards for independence under the Nasdaq Stock Market, or Nasdaq, listing standards. Messrs. Lawrystandards and Rao currently serve as Board Representatives, pursuant to the rights of the Investors under the Purchase Agreement. Pamela H. Patsley served as the Company’s CEO through December 31, 2015, and has served as Executive Chairman of the Board since January 1, 2016. Mr. Holmes was appointed as the Company’s CEO effective January 1, 2016 and was elected to the Board on December 10, 2015.applicable SEC regulations. Each of the Company’s current directors, with the exception of Mr. Rao and Mr. Lawry, is seekingre-election at the 2016 annual meeting2020 Annual Meeting of stockholders.Stockholders. Mr. Rao and Mr. Lawry have acted as board representatives (the “Board Representatives”) of Thomas H. Lee Partners, L.P., or THL, pursuant to contractual board appointment rights previously held by THL.

Director Independence

Because the Board Representatives havepreviously had the majority of the votes of our Board, the Company has elected to be treated as a “controlled company” for purposes of the Nasdaq listing standards. As a result, the Nasdaq listing standards dodid not require our Board to be comprisedcomposed of at least a majority of independent directors or our Human Resources and Nominating Committee to be comprisedcomposed entirely of

independent directors. The Nasdaq listing standards do,did, however, require our Audit Committee to be comprisedcomposed entirely of independent directors. Effective November 12, 2019, the Company was no longer a “controlled company” following the distribution in kind by THL of shares of common stock of the Company previously owned by THL. Pursuant to the Nasdaq listing standards, the Company has one year from November 12, 2019 to comply with the Nasdaq listing standards independence requirements. Although the Company has one year to comply with the Nasdaq independence requirements, the Board has determined that the majority of the Board, and each member of the Audit Committee and the Human Resources and Nominating Committee, is an independent director under the Nasdaq listing standards and the rules of the Securities and Exchange Commission, or the SEC. The Company expects to continue to remain in full compliance with the Nasdaq listing standards with respect to Board and committee independence.

The Board has determined that the following directors or director nominees are independent within the meaning of the Nasdaq listing standards: Ms. Vaughan, Messrs. Clark, Dahir, Rafferty, and Turner and Amb. Garza.

Board Meetings

The Board held 7sixteen meetings during 2015.2019. Each director attended at least 75 percent75% of the aggregate number of meetings of the Board and meetings of the committees on which the director served.

Attendance at Annual Stockholder Meetings

Under our Corporate Governance Guidelines, directors are expected to attend the annual meeting of stockholders, Board meetings and meetings of committees on which they serve. Each director attended the 2015 annual meeting2019 Annual Meeting of stockholders.Stockholders.

Meetings ofNon-Management Directors

The Board schedules regular executive sessions of thenon-management directors. The Board chooses one of itsnon-management members to preside over each such executive session ofnon-management directors. In 2015,2019, the Board held five executive sessions of thenon-management directors, which included all directors except Ms. Patsley and Mr. Holmes.

2020 Notice and Proxy Statement

Audit Committee

The Audit Committee currently consists of Ms. Vaughan and Messrs. Dahir (Chair), Rafferty and Turner.

The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Membership on the Audit Committee is limited to independent directors, and the Board has determined that each member of the Audit Committee is an independent director under the Nasdaq listing standards and the rules of the Securities and Exchange Commission, or the SEC. The Board has also determined, in accordance with the Nasdaq listing standards, that all members of the Audit Committee are financially literate undersufficiently proficient in reading and understanding financial statements to serve on the Nasdaq listing standardsAudit Committee and that Messrs. Dahir and Rafferty each qualify as an “audit committee financial expert” under the rules of the SEC and possessmeet the “financial sophistication” standard as defined under the Nasdaq listing standards. No member of the Audit Committee simultaneously served on the audit committee of more than three public companies during 2015.2019.

The Audit Committee held eightnine meetings in 2015.2019. The Board has adopted a separate written charter for the Audit Committee, which is available at ir.moneygram.com. A copy of the Audit Committee charter is also available in print to any stockholder who submits a request to MoneyGram International, Inc., 2828 North Harwood Street, 15th Floor, Dallas, Texas 75201, Attention: Corporate Secretary.

The Audit Committee reports regularly to the Board and annually evaluates its own performance. The Audit Committee meets periodically during the year, in conjunction with regular meetings of the Board, and to reviewreviews quarterly earnings and related press releases and management’s discussion and analysis of financial condition and results of operation for inclusion in our quarterly reports onForm 10-Q and our annual report on Form10-K filed with the SEC. The Audit Committee appoints our independent registered public accounting firm and assists the Board in monitoring the quality and integrity of our financial statements, the independence and performance of our internal auditor and our independent registered public accounting firm, and, along with the Compliance and Ethics Committee,

our compliance with legal and regulatory requirements. The Audit Committee meets regularly in executive session with our independent registered public accounting firm. The independent registered public accounting firm reports directly to the Audit Committee, and the head of the Company’s internal audit function reports directly to the Audit Committee Chair. For additional information regarding the responsibilities of the Audit Committee, see “Part Two—Board“Board of Directors and Governance—Board’s Role in Risk Oversight” in this proxy statement.

Human Resources and Nominating Committee

The Human Resources and Nominating Committee, or the HRNC, currently consists of Messrs. Clark (Chair) and Lawry and Amb. Garza. The Board has determined that each member of the Human Resources and Nominating Committee is an independent director under the Nasdaq listing standards and the rules of the SEC.

The HRNC held sixfour meetings in 2015.2019. The Board has adopted a separate written charter for the HRNC, which is available at ir.moneygram.com. A copy of the HRNC charter is also available in print to any stockholder who submits a request to MoneyGram International, Inc., 2828 North Harwood Street, 15th Floor, Dallas, Texas 75201, Attention: Corporate Secretary.

The HRNC reports regularly to the Board and annually evaluates its own performance. It meets periodically during the year, in conjunction with regular meetings of the Board. The HRNC oversees development and implementation of a compensation strategy designed to enhance profitability and fundamental value for the Company. It also reviews and approves the salary and other compensation of the Chairman and CEO and our other executive officers, as well as the compensation and benefits of ournon-employee directors. The HRNC determines incentive compensation targets and awards under various compensation plans and makes grants of stock options and otherequity awards under our stock incentive plans.plan. The HRNC also approves the grant of equity compensation to executive officers of the Company (other than the CEO, whose grants are approved by the full Board), and has delegated authority to the Chairman and CEO and the chief human resources officer for the recruitment and promotionalto approve grants of equity compensation to non-executiveemployees who are not executive officers. During 2015,2019, the HRNC utilized the services of Lyons, Benenson & Company Inc., or LB&Co., as its compensation consultant. In 2015,2019, LB&Co. assisted the HRNC with an evaluation of the Company’s peer group and executive andnon-employee director compensation matters. For additional information regarding our compensation consultant, see “Part Four—Other Important Information—Compensation“Executive Compensation-Compensation Discussion and Analysis—RoleAnalysis-Role of the Compensation Consultant” in this proxy statement.

The HRNC is also responsible for recommending to the Board a slate of directors for election by the stockholders at each annual meeting and for proposing candidates to fill any vacancies on the Board. The HRNC is also responsible for assessing the Board’s performance and reviewing our Corporate Governance Guidelines. The HRNC may form subcommittees and delegate authority to such subcommittees when appropriate and when unanimously approved by the HRNC.

2020 Notice and Proxy Statement

age, CEO evaluation, management succession, process for stockholders or other interested parties to communicate with directors and annual Board evaluations. The Corporate Governance Guidelines are available at ir.moneygram.com. Copies

Corporate Social Responsibility    MoneyGram is committed to the principles of Corporate Social Responsibility as a positive corporate citizen and recognizes these ideals add value for our employees, our stockholders, and our community. Accordingly, our Board has adopted a Corporate Social Responsibility policy which outlines the goals and purpose of the Guidelinesprogram. The policy states that MoneyGram leaders will act as role models by incorporating Corporate Social Responsibility considerations in all business activities and ensuring that appropriate processes are also available in printplace to any stockholder who submits a requesteffectively identify, monitor, and manage Corporate Social Responsibility issues relevant to our business and industry. As stated in the policy, at MoneyGram International, Inc., 2828 North Harwood Street, 15th Floor, Dallas, Texas 75201, Attention:we define Corporate Secretary.Responsibility as:

Code of Conduct.    All of our directors and employees, including our principal executive officer, principal financial officer and principal accounting officer, and controller, or persons performing similar functions, are subject to our Code of Conduct and the provisions regarding corporate values and ethical business conduct contained in our Corporate Governance Guidelines. These documents are available at ir.moneygram.com. Copies of these documents are also available in print to any stockholder who submits a request to MoneyGram International, Inc., 2828 North Harwood Street, 15th Floor, Dallas, Texas 75201, Attention: Corporate Secretary. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form8-K regarding any amendmentamendments to, or waiverwaivers from, our Code of Conduct by posting such information on our website.

Committee Authority to Retain Independent Advisors.    Each committee of the Board has the authority to retain independent advisors and consultants, with all fees and expenses to be paid by the Company.

Whistleblower Procedures.    The Audit Committee has established procedures for complaints whereby employees of the Company may submit a good faith complaint of workplace practices or policies that they believe to be in violation of law, against public policy, fraudulent or unethical, including accounting, internal accounting controls or auditing matters, without fear of dismissal or retaliation. MoneyGram is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and auditing practices. In order to facilitate the reporting of employee complaints, the Audit Committee has established procedures for the receipt, retention and treatment of complaints, and confidential, anonymous submission by employees of concerns regarding such questionable matters.

Disclosure Committee.    We have established a Disclosure Committee comprisedcomposed of members of management and chaired by our Corporate Controller to assist in fulfilling our obligations to maintain disclosure controls and procedures and to coordinate and oversee the process of preparing our periodic securities filings with the SEC.

Asset/Liability Committee.    We have established an Asset/Liability Committee comprisedcomposed of members of management and chaired by our Executive Vice President and Chief Financial Officer, or CFO, to oversee and make recommendations to the Board regarding financial policies and procedures of the Company.

No Executive Loans.    We do not extend loans to our executive officers or directors and do not have any such loans outstanding.

Majority Vote Standard.    In an uncontested election, our Bylaws require directors to be elected for aone-year term by the vote of the majority of the voting power of the voting stock outstanding as of the record date and voted with respect to the director. A majority of the votes cast means that the voting power of the stock voted “FOR” a director must exceed the voting power of the stock voted “AGAINST” that director. In a contested election, a situation in which the number of nominees exceeds the number of directors to be elected as of a date that is 14 days in advance of the date of filing of the definitive proxy statement, the standard for election of

2020 Notice and Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

Director Nominees—Qualifications and Background

The following individuals are nominated as directors for terms expiring at the 20172021 annual meeting of stockholders: Mmes. Patsley andMs. Vaughan, Messrs. Clark, Dahir, Holmes, Lawry, Rafferty Rao and Turner and Amb. Garza. Each of these individuals is currently serving as a director of the Company. Each of the nominees has consented to being named in this proxy statement and to serve as a director if elected. Each nominee elected as a director will continue in office until his or her successor has been elected and qualified or until his or her death, resignation or retirement. If any nominee is unable to serve, proxies will be voted in favor of the remaining nominees and may be voted for another person nominated by the Board. In making its recommendation to the Board for a slate of

directors for election by the Company’s stockholders, the HRNC considered the criteria described in “Part Two—Board“Board of Directors and Governance—Director Nominee Criteria and Process” in this proxy statement. The biographies of each of the director nominees below contain information regarding age, the year they first became directors, business experience, other public company directorships held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experience, qualifications, attributes or skills that caused the HRNC to determine that they should serve as directors of the Company.

J. Coley Clark,70, Director since 2010

Mr. Clark has been Co-Chairman of the Board of BancTec, Inc., a global provider of document and payment processing solutions, since 2014, and, prior to that, was Chairman of the Board and Chief Executive Officer of BancTec, Inc. since September 2004. In 2004, Mr. Clark retired from Electronic Data Systems Corporation, or EDS, an outsourcing services company that was acquired by Hewlett-Packard in 2008, as Senior Vice President and head of the Financial and Transportation Industry Group. He joined EDS in 1971 in the Systems Engineering Development Program and progressed through a variety of technical, sales and management roles related to the financial and insurance industries. He assumed responsibility for the Financial Industry Group in 1986 and was named a corporate officer in 1989. Mr. Clark was appointed a Senior Vice President in 1996 and served as a member of the Global Operations Council at EDS, which was the senior management group within the company. In addition, Mr. Clark served three years in the U.S. Army, attaining the rank of Captain, and served as a company commander in Europe and Southeast Asia.

Victor W. Dahir,70, Director since 2010

Mr. Dahir worked for Visa U.S.A. Inc. (now Visa Inc.), a global payment technology company, from 1984 until his retirement in 2005, most recently as Executive Vice President, Finance and Administration and Chief Financial Officer of Inovant LLC, a subsidiary of Visa. He served as the Chief Financial Officer of Visa Inc. from 1991 to 2004 and held other positions of increasing responsibility from 1984 to 1991.

Director Criteria:    Mr. Dahir brings over 40 years of finance and accounting experience to the Board, including serving over 15 years as Chief Financial Officer of Visa Inc. Through these years Mr. Dahir has developed an expertise in financial services and has gained experience in several other areas that are valuable to the Board, including risk management, technology, legal, relationship management and banking regulation.

Antonio O. Garza,56, Director since 2012

Amb. Garza has served as Counsel in the Mexico City office of White & Case LLP, an international law firm, since 2009. From 2002 to 2009, Amb. Garza was the U.S. Ambassador to Mexico. Prior to that time Amb. Garza served as chairman of the Texas Railroad Commission, having been elected to that statewide office in 1998. Mr. Garza is a past partner at Bracewell & Patterson LLP (now Bracewell & Giuliani LLP) and served as Secretary of State of the State of Texas and Senior Policy Advisor to the Governor of the State of Texas from 1994 to 1997. Amb. Garza currently serves as a director of Basic Energy Services, Inc., a well site service company to oil and gas companies, and Kansas City Southern, a railroad company. Amb. Garza serves on the Board of Trustees of Southern Methodist University and the president of the Board of the Texas Exes, the alumni association of the University of Texas at Austin.

Director Criteria:    Amb. Garza brings to the Board an extensive government and regulatory background and deep experience with international business, especially in Mexico and Latin America. Amb. Garza also has valuable perspective balancing management of initiatives to achieve corporate objectives in highly regulated environments both in the U.S. and Mexico.

2020 Notice and Proxy Statement

Pamela H. Patsley,59, Director since 2009

Ms. Patsley has been Executive Chairman of the Company since January 1, 2016. Ms. Patsley was Chairman and CEO of the Company from September 2009 to December 2015 and Executive Chairman of the Company from January to September 2009. Prior to that, Ms. Patsley served as Senior Executive Vice President of First Data Corporation, a global payment processing company, and from May 2002 to October 2007, Ms. Patsley served as President of First Data International. From 1991 to 2000, Ms. Patsley served as President and Chief Executive Officer of Paymentech, Inc., prior to its acquisition by First Data Corporation. Ms. Patsley also served as Chief Financial Officer of First USA, Inc. She currently serves as a director of Texas Instruments, Inc., a semiconductor design and manufacturing company; and Dr Pepper Snapple Group, Inc., a beverage company.

Director Criteria:    Ms. Patsley brings to the Board a wealth of knowledge and expertise, as well as leadership experience, that she gained through numerous executive positions that she has held throughout the years, including serving as Chief Executive Officer, Chief Financial Officer and president of various companies in the payment services industry. Through these roles she has also gained experience in the area of international business. In addition, Ms. Patsley’s service as a director at several public companies throughout the years has provided her with unique insights into various industries and issues facing boards.

Michael P. Rafferty,61, Director since March 2016

2020 Notice and Proxy Statement

Director Criteria:    Mr. Rafferty brings extensive financial and accounting knowledge and experience in the financial services industry to the Board as a result of his nearly 40-year tenure with Ernst & Young LLP, current service as a director and chairman of the audit committee of another public company and background as a Certified Public Accountant.

Ganesh B. Rao,39, Director since 2008

Mr. Rao is a Managing Director of Thomas H. Lee Partners, L.P. Mr. Rao worked at THL from 2000 to 2002 and rejoined the firm in 2004. From 1998 to 2000, Mr. Rao worked at Morgan Stanley in the Mergers & Acquisitions Department.

Other public company boards served on in the past five years:    Nielsen Holdings N.V. (2013-2014).

Director Criteria:    Mr. Rao is one of the Board Representatives designated by THL, as discussed above in “Part Two—Board of Directors and Governance.” Mr. Rao brings significant finance and business experience, including mergers and acquisitions experience, to the Board that he gained

through his positions at THL and Morgan Stanley. Mr. Rao’s viewpoints and ability to communicate and work with management have proven valuable to the Board.

W. Bruce Turner,56, Director since 2010

Mr. Turner served as the Chief Executive Officer of Lottomatica S.p.A., a global lottery operations and technology services company, from 2006 to 2008. From 2002 to 2006, he served as Chief Executive Officer, as well as other executive roles, of GTECH Holdings Corporation, a global technology services company in the government regulated lottery industry, and now a subsidiary of Lottomatica. From 2001 to 2002, Mr. Turner served as Chairman of GTECH and from 2000 to 2001, he served as Chairman and Acting Chief Executive Officer. Prior to joining GTECH, Mr. Turner was the Managing Director, Gaming Equity Research, of Salomon Smith Barney Inc. from 1993 to 1999.

Other public company boards served on in the past five years:    Lottomatica S.p.A. (2006-2011).

Director Criteria:    Mr. Turner brings significant leadership experience, financial acumen and regulatory experience to the Board that he gained through the numerous executive positions that he has held throughout the years, including serving as chairman of the board and chief executive officer of a public company. Mr. Turner also has substantial public company board and committee experience, through which he has handled a variety of governance, audit, regulatory and international issues. From this experience, Mr. Turner has been able to provide the Board with a diverse perspective and valuable insights.

Peggy Vaughan,62, Director since 2014

Ms. Vaughan was elected to the Board in February 2014. Ms. Vaughan currently advises portfolio companies in technology, life sciences, consumer goods, financial services and media industries, and also serves on the advisory committee for TWV Capital Management, LLC. From 1979 to 2001, Ms. Vaughan held various consulting positions of increasing responsibility with PricewaterhouseCoopers (“PwC”), becoming a partner in 1988 and serving on the PwC U.S. Board of Partners and Global Oversight Board. Following the acquisition of PwC Consulting by IBM in 2002, Ms. Vaughan served as a member of the Global Management Board with responsibility for the integration of consulting practices and also served as the global leader of consulting services lines.

Director Criteria:    Ms. Vaughan’s experience includes more than 25 years leading large-scale strategic, operational improvement, restructuring, technology and change management engagements. Her expertise includes information technology governance, digital technology, mergers and acquisitions and transaction integration, business strategy and operational management processes for industries such as energy, high technology, consumer products, financial services and telecommunications.

2020 Notice and Proxy Statement

Directors are expected to achieve these ownership levels within the later of five years of the implementation of the guidelines or five years of their election to the Board. To determine the value of each director’s equity ownership, and for the purposes of satisfying the ownership guidelines, the following forms of equity will be included in the value calculation: shares beneficially owned by the incumbent, his or her spouse and/or minor children, whether owned outright or in trust; and any time-based restricted stock or RSUs. As of the date of this proxy statement, all directors have met their ownership guidelines.

Board Voting Recommendation

The Board unanimously recommends to the stockholders that they vote “FOR” the election of each director nominee.

Affiliates of THL have indicated their intent to vote all of their shares of common stock, which as of the record date represents approximately 44.2 percent of the voting power of our common stock, “FOR” each of the director nominees at this annual meeting of stockholders.

PART FOUR

OTHER IMPORTANT INFORMATION

INFORMATION REGARDINGPROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020

Deloitte & Touche LLP, or Deloitte, servedThe Audit Committee has selected KPMG as ourthe independent registered public accounting firm to audit MoneyGram’s books and accounts for the fiscal year endedending December 31, 2015.2020. KPMG has audited the Company’s books and accounts since 2016. Representatives of DeloitteKPMG are expected to be present at this annualthe meeting of stockholders and will have the opportunity to make a statement and to respond to appropriate questions. Stockholder

The Audit Committee has not yet selected an independent registered public accounting firm for the fiscal year ending December 31, 2016. The Audit Committee has determined that it is in the best interestsratification of the Company and its stockholders to initiate a comprehensive, competitive process to select an independent registered public accounting firm to perform such audit. Once this process has concluded, the Audit Committee will select our independent registered public accounting firm for the fiscal year ending December 31, 2016. The Company has invited Deloitte, who has servedappointment of KPMG as our independent registered public accounting firm since 2004, to participate in this process. Because this process has not been concluded, we are not asking stockholders to ratify the appointment of any auditor as our independent registered public accounting firm for the fiscal year ending December 31, 2016. Going forward, as has been our practice, we expect the appointment of our independent registered public accounting firm to be presented to the stockholders for ratification at each annual meeting of stockholders, even thoughis not required by our Bylaws or otherwise. Theour other applicable governing document or regulations. However, the Board is submitting the appointment of KPMG to the stockholders for ratification as a matter of good corporate practice. If this appointment is not ratified by our stockholders, the Audit Committee will reconsider its selection. Even if the appointment is ratified, the Audit Committee, which is solely responsible for appointing and terminating our independent registered public accounting firm, may in its discretion direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interestsinterest of MoneyGram and its stockholders.

Independent Registered Public Accounting Firm Fees

Fees for professional services provided by DeloitteKPMG for fiscal years 20152019 and 2014,2018, including related expenses, are as follows (in thousands)millions):

Audit Committee Approval of Audit andNon-Audit Services

The Audit Committeepre-approves all audit, audit-related and permittednon-audit services provided by the independent registered public accounting firm, including the fees and terms for those services. The Audit Committee has adopted a policy and procedures governing thepre-approval process for audit, audit-related and permittednon-audit services. The Audit Committeepre-approves audit and audit-related services in accordance with its review and approval of the engagement letter and annual service plan with the independent registered public accounting firm. Tax consultation and compliance services are considered by the Audit Committee on aproject-by-project basis.Non-audit and other services will be considered by the Audit Committee forpre-approval based on business purpose, reasonableness of estimated fees and the potential impact on the firm’s independence. The Chair of the Audit Committee is authorized to grantpre-approval of audit, audit-related or permissiblenon-audit services on behalf of the Audit Committee and is required to review suchpre-approvals with the full Audit Committee at its next meeting.

Board Voting Recommendation

The Board unanimously recommends to the stockholders that they vote “FOR” the ratification of the appointment of KPMG as our independent registered public accounting firm.

2020 Notice and Proxy Statement

SECURITY OWNERSHIP OF MANAGEMENTPROPOSAL 3: ADVISORY RESOLUTION TO APPROVE OUR EXECUTIVE COMPENSATION

The following table sets forth informationWe are asking stockholders to approve an advisory resolution (commonly referred to as of March 18, 2016 (except where otherwise noted therein) concerning beneficial ownership of our common stock by each director and director nominee,a“Say-on-Pay” resolution) on the Company’s named executive officers (the “Named Executives”) and all of our directors and executive officerscompensation as a group. None of these individuals owns shares of D Stock. Except as otherwise indicated, a person has sole voting and investment power with respect to the common stock beneficially owned by that person. We have determined beneficial ownershipreported in accordance with the rules of the SEC. Under these rules, beneficial ownership generally includes voting or investment power over securities. The number of shares shown as beneficially owned in the table below are calculated pursuant to Rule 13d-3(d)(1) of the Exchange Act. Under Rule 13d-3(d)(1) of the Exchange Act, shares not outstanding that are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. Therefore, the aggregate beneficial ownership percentages shown in the table below may total more than 100 percent.

Name of Beneficial Owner		Shares of Common Stock Beneficially Owned(1)(2)				Percent of Common Stock(3)
J. Coley Clark			39,288				*
Victor W. Dahir			34,288				*
Antonio O. Garza			28,178				*
Seth W. Lawry(4)			23,737,858				44.2	%
Pamela H. Patsley			1,316,752				2.4	%
Michael P. Rafferty			4,000				*
Ganesh B. Rao(4)			23,737,858				44.2	%
W. Bruce Turner			55,385				*
Peggy Vaughan			27,849				*
W. Alexander Holmes			183,694				*
F. Aaron Henry			120,929				*
Peter E. Ohser			101,349				*
Steven Piano			191,247				*
All Directors and Executive Officers as a Group (21 persons total)(4)(5)			26,163,824				48.7	%

*	Less than 1 percent.

(1)	Includes 9,961 shares underlying RSUs for each of the following: Messrs. Clark, Dahir, Garza and Turner and Ms. Vaughan, in each case vesting within 60 days of March 18, 2016.

(2)	Includes shares underlying options exercisable within 60 days of March 18, 2016, as follows: Ms. Patsley—1,033,063 shares; Mr. Holmes—124,403 shares; Mr. Henry—67,117 shares; Mr. Piano—138,355; and Mr. Ohser—52,423.

(3)	Applicable percentage ownership is based on 53,755,794 shares of common stock outstanding as of March 18, 2016.

(4)

Each of Messrs. Lawry and Rao is a Board Representative of THL. The total shares listed as beneficially owned for each Board Representative consist of the 23,737,858 shares of common stock held by funds affiliated with THL. Each of Messrs. Lawry and Rao disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Please see footnote (3) to the “Security Ownership of Certain Beneficial Owners” table above for more information regarding such shares of common stock.

(5)

Includes: 1,592,756 shares underlying options exercisable within 60 days of March 18, 2016; approximately 127 shares held in the 401(k) plan or an IRA or trust, for which participants have shared voting power and sole investment power, as of March 18, 2016; and an aggregate of 49,805 shares underlying RSUs vesting within 60 days of March 18, 2016 held by our non-employee directors other than the Board Representatives as described in footnote (1) above.

HUMAN RESOURCES AND NOMINATING COMMITTEE REPORTthis proxy statement.

The Human Resources and Nominating Committee of the Board has reviewed and discussed with managementWe encourage stockholders to read the Compensation Discussion and Analysis section that followsof this proxy statement, which describes how our executive compensation policies and basedprocedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on such reviewthe compensation of our named executive officers. The HRNC and discussion, has recommended to the Board believe that the policies and procedures articulated in the Compensation Discussion and Analysis be includedare effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement.statement has contributed to the Company’s recent and long-term success.

Respectfully Submitted,At our annual meeting of stockholders in June 2017, we conducteda non-binding advisory vote on the frequency offuture say-on-pay votes(a “say-on-frequency” vote), and approximately 71% of votes were cast in favor of the Company holdinga say-on-pay vote once every three years. Accordingly, we plan to hold ournext say-on-pay advisory vote at the Company’s 2023 annual meeting of stockholders. In accordance with this stockholder vote and Section 14A of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution at the 2020 Annual Meeting of Stockholders:

J. Coley Clark (Chair)RESOLVED, that the stockholders of MoneyGram International, Inc. approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the compensation tables and accompanying notes and narrative disclosures in the proxy statement for the Company’s 2020 Annual Meeting of Stockholders.

Seth W. LawryThis advisorySay-on-Pay resolution isnon-binding on the Board. Althoughnon-binding, the Board and the HRNC will review and consider the voting results when making future decisions regarding our executive compensation program.

Antonio O. Garza

2020 Notice and Proxy Statement

newerdirect-to-consumer digital channel enable the Company to serve the entire remittance market. Given strong mobile solutions, account deposit and kiosk-based services. Additionally, we have Company-operated retail locations inP2P market growth rates, ourdirect-to-consumer digital business is a growth engine for the U.S. and Western Europe.Company as our digital capabilities enable us to serve a new customer segment of primarily younger, banked consumers who utilize our platform to transfer money around the world.

20152019 Performance Highlights

In 2015,Fiscal year 2019 was a pivotal year for us as we generated sequential improvement in revenue each quarter, resulting in double-digit constant currency revenue and Adjusted EBITDA growth in the fourth quarter. These results were achieved despite the challenges of volatile economic conditions, the devaluation of major foreign currencies against the U.S. dollar, our lower U.S. to U.S. pricing strategy, which we implemented in the fourth quarter of 2014, and continued regulatory pressures affecting the money transfer industry generally. We also achieved double-digit transaction growth in U.S. outbound and non-U.S. sends in 2015.

In 2015, we also continued to execute our strategic objectives, which include investingdigital transformation and deliver a differentiated experience to our customers. Throughout the year we launched innovative product solutions, invested in Digital/Self-Service solutionsnew technology, renewed key partner relationships, led the industry in consumer protection and global consumer acquisition strategies, focusing on agent productivityre-established our competitive position in the market. Ourdirect-to-consumer digital business achieved strong growth rates and completing the repositioning of our U.S. to U.S. business. We haveinternational markets continued to make steady progressoutperform, which enabled us to return to transaction growth in our compliance enhancement program. In 2015, we invested $26.5 million in our compliance enhancement program, including in our compliance-related technology and infrastructure, and rolled out key functionality. In 2015, we also completed the majoritymonth of our reorganization and restructuring activities, which were centered on facilities and headcount rationalization, system efficiencies and headcount right-shoring and outsourcing.

Our keyDecember. Key performance highlights in 2015 include the following:2019 include:

●

We launched the reimagined moneygram.com and mobile apphigher cash payments for Apple and Android devices in June and attracted approximately 841,000 new active customers during the year.

The HRNC carefully considered these achievements in order to ensure that theour compensation program for 2015continues to adequately reflectsreflect our compensation principles.

Summary of 20152019 Executive Compensation

The following listslist includes key compensation highlights and decisions for our Named ExecutivesNEOs in 2015:2019:

* Annex A includes a reconciliation of EBITDA, Adjusted EBITDA and Free Cash Flow to the most directly comparable measures reported under accounting principles generally accepted in the United States (“GAAP”).

2020 Notice and Proxy Statement

Key Features of theour Executive Compensation Program

Consistent with our philosophy, it is MoneyGram’s goal to maintain an executive compensation program that is competitive, rooted in the principles ofpay-for-performance and conformsmotivates our executives to best practices in executive compensation and corporate governance.build long-term stockholder value. To this end, the HRNC routinely evaluates our practices and programs with respect to executive compensation in an effort to identify any opportunities for improvement that might exist. The Company’s practices and programs include the following key features, each of which reinforces our executive compensation philosophy and objectives:

Clawback Policy		The Company may recover incentive compensation paid to an executive officer if it is later determined that the executive engaged in misconduct, acted in a manner contrary to the Company’s interest or breached anon-competition agreement. The Company has also included in its bonus plan a provision that allows the Company to “recoup” or “clawback” prior bonuses from certain executives who have later been determined to have responsibility forcontributed to compliance failures. Pursuant to the DPA, our bonus plan provides that certain executives, including the Named Executives,NEOs, who are found to have engaged in anynon-compliant acts in any year will forfeit any entitlement to and be rated on their success in meeting the Company’s compliance obligations, with a “failing” score in compliance rendering such executive ineligible for any bonusannual cash incentive compensation for that year.
Stock Ownership Guidelines		Effective in 2013, theThe Company introducedmaintains Stock Ownership Guidelines applicable to senior level executivesexecutive officers as well as to ournon-employee directors. We fundamentally believe that stock ownership guidelines serve to align the interests of management andnon-employee directors with those of our stockholders by requiring executives and directors to acquire and maintain a meaningful equity position in the Company, which, in turn, supports the Company’s objective of building long-term stockholder value.
Prohibition on Pledging and Hedging		The Company’s insider trading policy prohibits the Company’s employees, including its executive officers and directors from pledging the Company’s securities or engaging in certain forms of hedging or short-term speculative trading of the Company’s securities, including, without limitation, short sales or put or call options involving the Company’s securities. We also prohibit certain employees, officers and directors from pledging MoneyGram securities as collateral for loans (including margin loans).
Significant Portion of Total Compensation is Variable and Performance-Based		Greater than 88 percentFor 2019, approximately 86% of the CEO’s total directtarget compensation, and between 76 percentapproximately 74% and 78 percent84% of the total directtarget compensation of the other Named Executives in 2015NEOs was variable and dependent upon performance of both the individual and the Company. The HRNC employs a framework to assess our performance on an absolute basis relative to our goals and objectives, which goals are designed to support our Board-approved business and financial plans; and on our progress against strategic initiatives.

2020 Notice and Proxy Statement