UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported): May 12, 2023 |
THE WESTERN UNION COMPANY
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | 001-32903 | 20-4531180 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
| | | | |
7001 East Belleview Avenue | |
Denver, Colorado | | 80237 |
(Address of principal executive offices) | | (Zip Code) |
|
(866) 405-5012 (Registrant’s telephone number, including area code) |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
|
Common Stock, $0.01 Par Value | | WU | | The New York Stock Exchange |
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).
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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 5.03. 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. The Charter amendment is described in the Company's definitive proxy statement filed with the Securities and Exchange Commission and distributed to stockholders in connection with the Annual Meeting.
The foregoing description of the Charter amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Charter, which is filed as Exhibit 3.1 hereto and is incorporated by reference in its entirety into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 12, 2023, 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) on an advisory basis, voted in favor of a one-year frequency of the advisory vote on executive compensation; (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023; (v) approved an amendment to the Company’s charter to limit liability for certain officers; and (vi) did not approve a stockholder proposal regarding stockholder right to act by written consent. 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 |
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 |
Proposal 2: Advisory Vote to Approve Executive Compensation.
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Votes For | Votes Against | Abstentions | Broker Non-Votes |
277,557,702 | 23,405,612 | 1,267,478 | 23,455,650 |
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 |
In light of these voting results and other factors, the Board, at its meeting held May 12, 2023, determined that the Company will hold an annual advisory vote on executive compensation, until the next required vote on the frequency of the stockholder advisory vote on executive compensation.
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 |
Proposal 5: Amendment to the Charter to Limit Liability for Certain Officers.
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Votes For | Votes Against | Abstentions | Broker Non-Votes |
239,453,495 | 61,980,841 | 796,456 | 23,455,650 |
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 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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| THE WESTERN UNION COMPANY |
Dated: May 18, 2023 | | |
| By: | /s/ DARREN A. DRAGOVICH |
| Name: | Darren A. Dragovich |
| Title: | Vice President and Secretary |
