Western Union CO DEF 14A, filed Apr 2, 2024

Western Union CO (WU)

DEF 14A 2024-04-02 For: 2024-05-17

View Original

Added on June 12, 2026

About this DEF 14A

Western Union CO filed this DEF 14A on April 2, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
	When: May 17, 2024 at 8:00 a.m. Mountain Time			Where: Company Headquarters 7001 E. Belleview Avenue Denver, Colorado 80237		Record Date: March 20, 2024

ITEMS OF BUSINESS		BOARD’S RECOMMENDATION	FURTHER INFORMATION
1	Election of Directors named in this Proxy Statement to serve as members of the Company’s Board of Directors until the Company’s 2025 Annual Meeting of Stockholders	FOR each director nominee	Page 15
2	Hold an advisory vote to approve executive compensation	FOR	Page 70
3	Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2024	FOR	Page 72
4	Approve The Western Union Company 2024 Long-Term Incentive Plan (the “2024 Plan”)	FOR	Page 73
5	Transact any other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting



TELEPHONE	INTERNET	BY MAIL	BY TABLET OR SMARTPHONE	IN PERSON
Beneficial Holders call toll free at 1-800-454-8683 Registered Holders call toll free at 1-866-883-3382	Beneficial Holders visit www.proxyvote.com Registered Holders visit www.proxypush.com/WU	Request a paper proxy card to complete, sign, date and return	Beneficial Holders vote your shares online with your tablet or smartphone by scanning the QR code above. Registered Holders vote your shares online with your tablet or smartphone by scanning the QR code on your Proxy Card.	Attend the Annual Meeting

Proxy Summary		i

Proxy Statement		1

The Proxy Process and Stockholder Voting		2

Board of Directors Information		6

Proposal 1—Election of Directors		15

Corporate Governance		16
Summary of Corporate Governance Practices		16
Independence of Directors		17
Board Leadership Structure		18
Risk Oversight		18
Committees of the Board of Directors		19
Chief Executive Officer Succession Planning		24
Communications with the Board of Directors		24
Board Attendance at Annual Meeting of Stockholders		24
Presiding Director of Non-Management Director Meetings		24
Nomination of Directors		24
Submission of Stockholder Proposals		25
Code of Ethics		25

Compensation of Directors		26

Report of the Audit Committee		29

Compensation and Benefits Committee Report		31

Compensation Discussion and Analysis		32
Executive Summary		32
Executive Compensation Framework		33
Establishing and Evaluating Executive Compensation		35
The Western Union 2023 Executive Compensation Program		40

Executive Compensation		51
2023 Summary Compensation Table		51
2023 All Other Compensation Table		52
2023 Grants of Plan-Based Awards Table		53
2023 Outstanding Equity Awards at Fiscal Year-End Table		55
2023 Option Exercises and Stock Vested Table		57
2023 Nonqualified Deferred Compensation Table		57
Potential Payments upon Termination or Change-In-Control		58
Payments upon Termination or Change-in-Control Tables		61
Risk Management and Compensation		63

CEO Pay Ratio		64

Pay Versus Performance		65

Proposal 2—Advisory Vote to Approve Executive Compensation		70

Proposal 3—Ratification of Selection of Auditors		72

Proposal 4—Approval of The Western Union Company 2024 Long-Term Incentive Plan		73

Equity Compensation Plan Information		80

Stock Beneficially Owned by Directors, Executive Officers and Our Largest Stockholders		81

Certain Transactions and Other Matters		83

Annex A		A-1
Reconciliation of Non-GAAP Measures		A-1
Annex B		B-1
The Western Union Company 2024 Long-Term Incentive Plan		B-1

2024 ANNUAL MEETING OF STOCKHOLDERS OF THE WESTERN UNION COMPANY (the “Company,” “Western Union,” “we,” “our,” or “us”)
	When: May 17, 2024 at 8:00 a.m. Mountain Time		Where: Company Headquarters 7001 E. Belleview Avenue Denver, Colorado 80237		Record Date: March 20, 2024

ITEM	MANAGEMENT PROPOSALS	BOARD VOTE RECOMMENDATION	PAGE REFERENCE (FOR MORE DETAIL)
1	Election of Directors named in this Proxy Statement to serve as members of the Company’s Board of Directors until the Company’s 2025 Annual Meeting of Stockholders	FOR each director nominee	15
2	Advisory Vote to Approve Executive Compensation	FOR	70
3	Ratify the Selection of Ernst & Young LLP as our independent registered public accounting firm for 2024	FOR	72
4	Approve the 2024 Plan	FOR	73


Julie M. Cameron-Doe Independent		Martin I. Cole Independent		Suzette M. Deering Independent
	Age 54 Director Since 2023		Age 67 Director Since 2015		Age 54 Director Since 2023
Committee(s) • Audit Committee • Compliance Committee		Committee(s) • Compensation and Benefits Committee • Corporate Governance, ESG, and Public Policy Committee		Committee(s) • Compensation and Benefits Committee • Compliance Committee

Betsy D. Holden Independent		Jeffrey A. Joerres Independent		Devin B. McGranahan
	Age 68 Director Since 2006		Age 64 Director Since 2015 Chair of the Board		Age 55 Director Since 2021
Committee(s) • Compensation and Benefits Committee • Corporate Governance, ESG, and Public Policy Committee Chair		Committee(s) • None		Committee(s) • None

Michael A. Miles, Jr. Independent		Timothy P. Murphy Independent		Jan Siegmund Independent
	Age 62 Director Since 2006		Age 62 Director Since 2020		Age 59 Director Since 2019
Committee(s) • Compensation and Benefits Committee Chair • Corporate Governance, ESG, and Public Policy Committee		Committee(s) • Audit Committee • Compliance Committee Chair		Committee(s) • Audit Committee Chair • Compliance Committee

Angela A. Sun Independent		Solomon D. Trujillo Independent
	Age 49 Director Since 2018		Age 72 Director Since 2012
Committee(s) • Audit Committee • Compensation and Benefits Committee		Committee(s) • Audit Committee • Compliance Committee

✓	Annual Election of Directors
✓	Proxy Access
✓	Majority Vote Standard in Uncontested Elections
✓	Stockholder Right to Call Special Meetings at 10% Ownership Threshold
✓	No Stockholder Rights Plan (“Poison Pill”)
✓	No Supermajority Voting Provisions in the Company’s Organizational Documents
✓	Independent Board, Except Our Chief Executive Officer (“CEO”)
✓	Independent Non-Executive Chair
✓	Independent Board Committees
✓	Confidential Stockholder Voting
✓	Board Committee Authority to Retain Independent Advisors
✓	Robust Codes of Conduct
✓	Board Committee Oversight of Environmental, Social, and Governance (“ESG”) Matters
✓	Robust Stock Ownership Guidelines for Senior Executives and Directors
✓	Prohibition Against Pledging and Hedging of Company Stock by Senior Executives and Directors
✓	Regular Stockholder Engagement

•	Base Salary - Fixed compensation component payable in cash
•	Annual Incentive Awards - Variable compensation component payable in cash based on performance against annually established performance objectives
•	Performance-Based Restricted Stock Units (“PSUs”) - Restricted stock units vest based on the Company’s achievement of financial performance objectives, with a payout modifier based on the Company’s relative total stockholder return (“TSR”) versus the Standard & Poor’s 500 Index (“S&P 500 Index”)
•	Restricted Stock Units (“RSUs”) - RSUs vest in one-third annual increments based on continued service during the vesting period
•	Stock Options - For our CEO, non-qualified stock options granted with an exercise price equal to fair market value on the date of grant that expire ten years after grant and become exercisable in 25% annual increments over a four-year vesting period

		WHY DID I RECEIVE THESE MATERIALS?

A		Our Board of Directors has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Board’s solicitation of proxies for use at our Annual Meeting, which will take place on May 17, 2024, or any adjournment or postponement thereof. Our stockholders are invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

		WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR SET OF PROXY MATERIALS?

A		This means you hold shares of the Company in more than one way. For example, you may own some shares directly as a Registered Holder and other shares through a broker or you may own shares through more than one broker, agent or other nominee (a “broker”). In these situations, you may receive multiple Notices of Internet Availability of Proxy Materials or, if you request proxy materials to be delivered to you by mail, Proxy Cards. It is necessary for you to vote, sign, and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Notices of Internet Availability of Proxy Materials you receive in order to vote all of the shares you own. If you request proxy materials to be delivered to you by mail, each Proxy Card you receive will come with its own prepaid return envelope; if you vote by mail, make sure you return each Proxy Card in the return envelope that accompanied that Proxy Card.

		WHY DID MY HOUSEHOLD RECEIVE ONLY ONE COPY OF THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR PROXY MATERIALS?

A		In addition to furnishing proxy materials electronically, we take advantage of the SEC’s “householding” rules to reduce the delivery cost of materials. Under such rules, only one Notice of Internet Availability of Proxy Materials or, if you have requested paper copies, only one set of proxy materials is delivered to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. If you are a stockholder sharing an address and wish to receive a separate Notice of Internet Availability of Proxy Materials or copy of the proxy materials,

		you may so request by contacting the Broadridge Householding Department by phone at 1-866-540-7095 or by mail to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717. A separate copy of the proxy materials will be promptly provided following receipt of your request, and you will receive separate materials in the future. If you currently share an address with another stockholder but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting the Broadridge Householding Department at the number or address shown above.

		DOES MY VOTE MATTER AND WHAT IS A QUORUM?

A		YOUR VOTE MATTERS! We are required to obtain stockholder approval for the election of directors and other important matters. Each share of Common Stock is entitled to one vote and every share voted has the same weight. In order for the Company to obtain the necessary stockholder approval of proposals, a “quorum” of stockholders (a majority of the issued and outstanding shares entitled to vote) must be represented at the Annual Meeting in person or by proxy. If a quorum is not obtained, the Company must adjourn or postpone the Annual Meeting and solicit additional proxies; this is an expensive and time-consuming process that is not in the best interest of the Company or its stockholders. Since few stockholders are able to attend the Annual Meeting in person, voting by proxy is important to obtain a quorum and complete the stockholder vote. See also below “How Many Votes are Required to Approve a Proposal?”

		HOW DO I VOTE?

A		By Telephone or Internet—You may vote your shares via telephone as instructed on the Proxy Card, or the Internet as instructed on the Proxy Card or the Notice of Internet Availability of Proxy Materials. The telephone and Internet procedures are designed to authenticate your identity, to allow you to vote your shares, and confirm that your instructions have been properly recorded. The telephone and Internet voting facilities will close at 11:59 p.m., Eastern Time, on May 16, 2024.

		By Mail—If you request or otherwise receive one or more paper Proxy Cards, you may elect to vote by mail. If you elect to do so, you should complete, sign, and date each Proxy Card you receive, indicating your voting preference on each proposal, and return each Proxy Card in the prepaid envelope that accompanied each Proxy Card. If you return a signed and dated Proxy Card but you do not indicate your voting preferences, your shares will be voted in accordance with the recommendations of the Board of Directors. By returning your signed and dated Proxy Card or providing instructions by the alternative voting procedure in time to be received for the Annual Meeting, you authorize Devin McGranahan and Darren Dragovich to act as your proxies (the “Proxies”) to vote your shares of Common Stock as specified.

		By Tablet or Smartphone—If you are a Beneficial Holder, you may vote your shares online with your tablet or smartphone by scanning the QR code above. If you are a Registered Holder, you may vote your shares online with your tablet or smartphone by scanning the QR code on your Proxy Card. The ability to vote in this way by tablet or smartphone will expire at 11:59 p.m., Eastern Time, on May 16, 2024.

		At the Annual Meeting—Shares held in your name as a Registered Holder may be voted by you in person at the Annual Meeting. Shares held by Beneficial Holders may be voted by you in person at the Annual Meeting only if you obtain a legal proxy from the broker that holds your shares giving you the right to vote the shares, and you bring such proxy to the Annual Meeting. For shares held in The Western Union Company Incentive Savings Plan (the “ISP”), that plan’s trustee will vote such shares as directed. If no direction is given on how to vote such shares to the trustee by mail on or before May 14, 2024 or by Internet, telephone, tablet or smartphone by 11:59 p.m., Eastern Time, on May 14, 2024, the trustee will vote your shares held in that ISP in the same proportion as the shares for which it receives instructions from all other participants in the ISP.

		HOW MANY VOTES ARE REQUIRED TO APPROVE A PROPOSAL?

A		The Company’s By-Laws (the “By-Laws”) require that directors be elected by the majority of votes cast with respect to such director in uncontested elections (the number of shares voted “for” a director must exceed the number of votes cast “against” that director with abstentions and broker non-votes not counted as votes “for” or “against”). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. The advisory vote to approve executive compensation (Proposal 2), the ratification of Ernst & Young LLP’s selection as independent registered public accounting firm for 2024 (Proposal 3), and the approval of the 2024 Plan (Proposal 4) each require the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. For NYSE purposes, the approval of the 2024 Plan (Proposal 4) requires the affirmative vote of the majority of the votes cast with respect to the approval of the 2024 Plan (the number of shares voted “for” the approval of the 2024 Plan must exceed the number of votes cast “against” the approval of the 2024 Plan with abstentions and broker non-votes not counted as votes “for” or “against”).

		WHAT IS THE EFFECT OF NOT VOTING?
A		It depends on how ownership of your shares is registered and the proposal to be voted upon. If you own shares as a Registered Holder, rather than through a broker, your unvoted shares will not be represented at the Annual Meeting and will not count toward the quorum requirement. If you own shares as a Beneficial Holder through a broker and do not give voting instructions to your broker, your broker may represent your shares at the meeting for purposes of obtaining a quorum by voting on “routine matters” as further described in the answer to the following question, but will not be able to vote on any “non-routine” matter without your instruction.

		IF I DON’T VOTE, WILL MY BROKER VOTE FOR ME? WHICH MATTERS ARE CONSIDERED “ROUTINE”?

A		If you own your shares as a Beneficial Holder through a broker and you don’t vote, your broker may vote your shares in its discretion on some “routine matters.” With respect to other proposals, however, your broker may not vote your shares for you. With respect to these proposals, the aggregate number of unvoted shares is reported as the “broker non-vote.” A “broker non-vote” share will not affect the determination of whether the matter is approved. The Company believes that the proposal to ratify Ernst & Young LLP’s selection as independent registered public accounting firm for 2024 (Proposal 3) set forth in this Proxy Statement is the only routine matter to be presented at the Annual Meeting on which brokers will be permitted to vote shares on your behalf, even without voting instructions. If your broker votes these shares on your behalf, your shares will be counted as present for purposes of establishing a quorum at the Annual Meeting. Other than Proposal 3, the Company believes that all proposals set forth in this Proxy Statement are not considered routine matters and brokers will not be able to vote on behalf of their clients if no voting instructions have been furnished. Please give your broker voting instructions on all proposals to ensure your shares are represented in the vote.

		HOW ARE ABSTENTIONS TREATED?

A		Whether you own your shares as a Registered Holder or as a Beneficial Holder, abstentions are counted toward the quorum requirement and have the same effect as votes “against” a proposal, other than the proposal to elect directors (Proposal 1), on which they have no effect. However, as noted above, for NYSE purposes only, the approval of the 2024 Plan (Proposal 4) requires the affirmative vote of the majority of the votes cast with respect to the approval of the 2024 Plan (the number of shares voted “for” the approval of the 2024 Plan must exceed the number of votes cast “against” the approval of the 2024 Plan with abstentions and broker non-votes not counted as votes “for” or “against”).

		IF I OWN MY SHARES THROUGH A BROKER, HOW IS MY VOTE RECORDED?

A		Brokers typically own shares of Common Stock for many stockholders. In this situation, the Registered Holder on the Company’s stock register is the broker. This often is referred to as holding shares in “Street Name.” The Beneficial Holders of such shares do not appear in the Company’s stockholder register. If you hold your shares in Street Name, and elect to


CFO Experience Financial Literacy Eligible for Audit Committee Financial Expert Regulated Industry/ Government Global Operational Experience	JULIE M. CAMERON-DOE
	Chief Financial Officer of Wynn Resorts, Limited
	Age	54	Committee(s)	Audit Committee, Compliance Committee
	Director Since	2023	Term Expires	2024
	Other Public Directorship	Wynn Macau, Limited
	PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Ms. Cameron-Doe serves as Chief Financial Officer of Wynn Resorts, Limited, a luxury hotel and casino operator, a position she has held since 2022. Previously, she served as Chief Financial Officer of Aristocrat Leisure Limited, a leading gaming manufacturer, from 2018 to 2022 and was Group General Manager-Finance at Aristocrat Leisure Limited from 2013 to 2018. Prior to that, Ms. Cameron-Doe held various financial leadership roles at entertainment and e-commerce companies in the United Kingdom and Australia. Ms. Cameron-Doe currently serves on the Board of Directors for Wynn Macau, Limited, a public company listed on the Hong Kong Stock Exchange and an indirect majority owned subsidiary of Wynn Resorts, Limited.
	EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Ms. Cameron-Doe brings to the Board experience as a financial leader in publicly and privately held international businesses gained through service as a chief financial officer of a large, U.S.-based luxury hotel and casino operator and an international developer and manufacturer of consumer gaming products.


CEO Experience Regulated Industry/ Government Financial Literacy Emerging Markets Global Operational Experience	MARTIN I. COLE
	Former Chair of the Board and Interim CEO of Cloudera, Inc.
	Age	67	Committee(s)	Compensation and Benefits Committee, Corporate Governance, ESG, and Public Policy Committee
	Director Since	2015	Term Expires	2024
	Other Public Directorship	Western Digital Corporation
	PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Cole served as Chair of the Board of Magnitude Software Inc., a provider of enterprise application data integration and analytics solutions to businesses from 2020 to 2021 and served as its Interim Chief Executive Officer in 2020. Previously, Mr. Cole served as the Chair of the Board of Directors and Interim Chief Executive Officer of Cloudera, Inc., an enterprise data cloud company from 2019 to 2020, and served as a director of Cloudera, Inc. from 2014 to 2020. Prior to that, Mr. Cole served as Chief Executive of the Technology Group at Accenture plc (“Accenture”), a professional services company, from 2012 until his retirement from Accenture in 2014. During his career at Accenture, Mr. Cole also served as the Chief Executive of the Communications, Media & Technology Operating Group from 2006 to 2012, Chief Executive of the Government Operating Group from 2004 to 2006, Managing Partner of the Outsourcing and Infrastructure Delivery Group from 2002 to 2004 and Partner in the Outsourcing and Government Practices Group from 1989 to 2002. Mr. Cole joined Accenture in 1980. Mr. Cole has served as a director of Western Digital Corporation since 2014.
	EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Mr. Cole brings to the Board experience as a former chief executive and chair of the board of directors of an enterprise data cloud company and a provider of enterprise application data integration and analytics solutions, and as a former executive officer of a multinational management consulting, technology services, and outsourcing company, leading various practice groups, including: outsourcing and infrastructure; communications, media, and technology; and government services and technology. Mr. Cole also brings to the Board his experience as a member of the board of directors of a large multinational manufacturer of computer storage products and solutions and a software company.


CEO Experience Financial Literacy Global Operational Experience	SUZETTE M. DEERING
	Founder of The Grit Advisory and Former Global Chief Marketing Officer of Ford Motor Company
	Age	54	Committee(s)	Compensation and Benefits Committee, Compliance Committee
	Director Since	2023	Term Expires	2024
	Other Public Directorship	None
	PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Ms. Deering is the founder of The Grit Advisory, a marketing advisory company she formed in May 2023 and currently sits as an advisor for McKinsey & Company. Prior to that, she served as Global Chief Marketing Officer of Ford Motor Company, an automobile manufacturing and selling company, from 2021 through 2022. Previously, she served as Vice President and Global Chief Marketing Officer of eBay, a global e-commerce company during 2020 and was Chief Marketing Officer of eBay’s North America business from 2015 to 2020. Ms. Deering was Chief Executive Officer of Moxie, a marketing agency, from 2012 to 2015 and held various leadership roles at Home Depot and Verizon Communications from 1998 to 2011.
	EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Ms. Deering brings to the Board experience as a former chief marketing officer of large, U.S.-based global companies that manufacture and deliver consumer products around the world and provide global e-commerce services. She also brings to the Board experience as a former chief executive officer of a marketing agency.


CEO Experience Regulated Industry/Government Financial Literacy Emerging Markets Global Operational Experience	BETSY D. HOLDEN
	Former Senior Advisor to McKinsey & Company and Former Co-CEO of Kraft Foods Inc.
	Age	68	Committee(s)	Compensation and Benefits Committee, Corporate Governance, ESG, and Public Policy Committee Chair
	Director Since	2006	Term Expires	2024
	Other Public Directorships	Dentsply Sirona Inc., NNN Reit, Inc. (formerly known as National Retail Properties, Inc.), and Kenvue Inc.
	PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Ms. Holden served as Senior Advisor to McKinsey & Company, a global management consulting company, from 2007 to 2020 leading strategy, marketing and board effectiveness initiatives for consumer goods, healthcare, and financial services clients. Prior to that, Ms. Holden spent 25 years in marketing and line positions in consumer goods. Ms. Holden served as President, Global Marketing and Category Development of Kraft Foods Inc. from 2004 to 2005, Co-Chief Executive Officer of Kraft Foods Inc. from 2001 to 2003, and President and Chief Executive Officer of Kraft Foods North America from 2000 to 2003. Ms. Holden began her career at General Foods in 1982. Ms. Holden currently serves as a Director of Dentsply Sirona, NNN Reit, Inc. (formerly known as National Retail Properties, Inc.), and Kenvue Inc. Ms. Holden also serves on the Food Chain Advisory Board and several private portfolio company boards for Paine Schwartz Partners, a private equity firm focused on sustainable agriculture and food products. She has served on ten public boards over the last 25 years, including Diageo Plc (from 2009 to 2018), Time, Inc. (from 2014 to 2018), and Catamaran Corporation (from 2012 to 2015).
	EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Ms. Holden brings to the Board experience as a former chief executive officer of a large global public company and as a board member and former consultant to multiple, large international companies. She is familiar with the challenges of operating in a highly regulated industry. She brings extensive corporate governance experience across multiple industries. Ms. Holden has held numerous leadership roles in marketing and product management both as an executive and as a consultant, successfully implementing growth strategies and innovative marketing plans to win in competitive industries.

		vote via telephone, Internet, tablet or smartphone, your vote will be submitted to your broker. If you request paper Proxy Cards and elect to vote by mail, the accompanying return envelope is addressed to return your executed Proxy Card with voting instructions to your broker. Shortly before the Annual Meeting, each broker will total the votes submitted by telephone, Internet, tablet or smartphone or mail by the Beneficial Holders for whom it holds shares and submit a Proxy Card reflecting the aggregate votes of such Beneficial Holders. If you would like to vote at the Annual Meeting see “How Do I Vote? – At the Annual Meeting” above.

		IS MY VOTE CONFIDENTIAL?

A		In accordance with the Company’s Corporate Governance Guidelines, the vote of any stockholder will not be revealed to anyone other than a non-employee tabulator of votes or an independent election inspector (the “Inspector of Election”), except (i) as necessary to meet applicable legal and stock exchange listing requirements, (ii) to assert claims for or defend claims against the Company, (iii) to allow the Inspector of Election to certify the results of the stockholder vote, (iv) in the event a proxy, consent, or other solicitation in opposition to the voting recommendation of the Board of Directors takes place, (v) if a stockholder has requested that his or her vote be disclosed, or (vi) to respond to stockholders who have written comments on Proxy Cards.

		CAN I REVOKE MY PROXY AND CHANGE MY VOTE?

A		Yes. You have the right to revoke your proxy at any time prior to the time your shares are voted. If you are a Registered Holder, your proxy can be revoked in several ways: (i) by delivery of a written revocation to the Corporate Secretary, The Western Union Company, 7001 E. Belleview Avenue, Denver, Colorado 80237, by 11:59 p.m., Eastern Time, on May 16, 2024, (ii) by timely submission of another valid proxy bearing a later date (including through any alternative voting procedure described on the Notice of Internet Availability of Proxy Materials or Proxy Card), or (iii) by attending the Annual Meeting and giving the Inspector of Election notice that you intend to vote your shares in person. If your shares are held by a broker, you must contact your broker to receive instructions on how to revoke your proxy. See “How do I Vote?” above for additional information about how to timely submit another proxy.

		WILL ANY OTHER BUSINESS BE TRANSACTED AT THE MEETING? IF SO, HOW WILL MY PROXY BE VOTED?

A		Management does not know of any business to be transacted at the Annual Meeting other than those matters described in this Proxy Statement. The period specified in the Company’s By-Laws for submitting additional proposals to be considered at the Annual Meeting has passed and there are no such proposals to be considered. However, should any other matters properly come before the Annual Meeting, and any adjournments and postponements thereof, shares with respect to which voting authority has been granted to the Proxies will be voted by the Proxies in accordance with their judgment.

		WHO COUNTS THE VOTES?

A		Votes will be counted and certified by the Inspector of Election, who is an employee of Equiniti Trust Company, the Company’s Transfer Agent and Registrar (“Equiniti”). If you are a Registered Holder, your telephone, Internet, tablet, or smartphone vote is submitted, or your executed Proxy Card is returned, directly to Equiniti for tabulation. As noted above, if you hold your shares as a Beneficial Holder, your broker returns a single Proxy Card to Equiniti on behalf of its clients.

		HOW MUCH DOES THE PROXY SOLICITATION COST?

A		The Company has engaged the firm of MacKenzie Partners, Inc., 1407 Broadway, New York, NY 10018, to assist in distributing and soliciting proxies for a fee of approximately $20,000, plus expenses. However, the proxy solicitor fee is only a small fraction of the total cost of the proxy process. A significant expense in the proxy process is printing and mailing the proxy materials. The Company will also reimburse brokers, fiduciaries, and custodians for their costs in forwarding proxy materials to Beneficial Holders of our Common Stock. Proxies also may be solicited on behalf of the Company by directors, officers, or employees of the Company in person or by mail, telephone, email, or facsimile transmission. No additional compensation will be paid to such directors, officers, or employees for soliciting proxies. The Company will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing, and mailing of the Notice of Internet Availability of Proxy Materials, and this Proxy Statement and the accompanying Proxy Card, Notice of Meeting, and 2023 Annual Report.


CEO Experience Financial Literacy Global Operational Experience Regulated Industry/ Government Emerging Markets	JEFFREY A. JOERRES
	Non-Executive Chair of the Board of Directors
	Age	64	Committee(s)	None
	Director Since	2015	Term Expires	2024
	Other Public Directorships	Artisan Partners Asset Management Inc. and ConocoPhillips
	PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Joerres served as the Executive Chair of ManpowerGroup Inc. (“ManpowerGroup”), a provider of workforce solutions, from 2014 to 2015. From 1999 to 2014, Mr. Joerres served as Chief Executive Officer of ManpowerGroup and from 2001 to 2014, he served as its Chair of the Board. Mr. Joerres joined ManpowerGroup in 1993, and also served as Vice President of Marketing and Senior Vice President of European Operations and Marketing and Major Account Development. Mr. Joerres served as a director of Artisan Funds, Inc. from 2001 to 2011 and of Johnson Controls International plc from 2016 to 2017. Mr. Joerres currently serves as a director of Artisan Partners Asset Management Inc. and ConocoPhillips.
	EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Mr. Joerres brings to the Board experience as the former chief executive officer and executive chair of a large, U.S.-based global company that delivers workforce solutions around the world. Mr. Joerres also brings to the Board his prior experience as a board member of global industrial and energy companies and an investment firm.


CEO Experience Regulated Industry/ Government Financial Literacy Global Operational Experience Emerging Markets	DEVIN B. MCGRANAHAN
	President and Chief Executive Officer
	Age	55	Committee(s)	None
	Director Since	2021	Term Expires	2024
	Other Public Directorships	None
	PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. McGranahan has served as the Company’s President and CEO since December 2021. Prior to joining Western Union, Mr. McGranahan was with Fiserv, Inc., a global provider of payments and financial services technology solutions, where he served as Executive Vice President, Senior Group President, Global Business Solutions, from 2018 to 2021 and Group President, Billing and Payments Group, from 2016 to 2018. Before joining Fiserv, Mr. McGranahan served as a senior partner at McKinsey & Company, a global management consulting firm. While there, he held a variety of senior management roles, including leader of the global insurance practice from 2013 to 2016 and as a co-chair of the global senior partner election committee from 2013 to 2015. In addition, Mr. McGranahan served as co-leader of the North America financial services practice from 2009 to 2016. He joined McKinsey & Company in 1992.
	EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Mr. McGranahan is the only Director who is also an executive of the Company. Mr. McGranahan provides his insight as the Company’s leader, and from his prior financial services and operations insight gained through his experience with a global payments and financial services technology firm and a global management consulting firm.


Financial Literacy Global Operational Experience	MICHAEL A. MILES, JR.
	Advisory Director, Berkshire Partners and Former President and Chief Operating Officer, Staples, Inc.
	Age	62	Committee(s)	Compensation and Benefits Committee Chair, Corporate Governance, ESG, and Public Policy Committee
	Director Since	2006	Term Expires	2024
	Other Public Directorships	Portillo’s Inc.
	PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Since 2013, Mr. Miles has served as an Advisory Director for Berkshire Partners, a private equity firm. Previously, he was President and Chief Operating Officer of Staples, Inc., an office products provider, from 2006 until 2013, and Chief Operating Officer from 2003 to 2006. Prior to that, Mr. Miles was Chief Operating Officer, Pizza Hut for Yum! Brands, Inc. from 2000 to 2003. From 1996 to 1999, he served Pizza Hut as Senior Vice President of Concept Development & Franchise. Mr. Miles also serves as Chair of the Board of Portillo’s Inc.
	EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Mr. Miles has experience as an executive of an international consumer goods retailer with large acquisitions outside of the United States and franchise distribution networks, which are similar to the Company’s agent network. Mr. Miles also brings U.S. and global operational expertise to the Board discussions.


CEO Experience CFO Experience Financial Literacy Regulated Industry/ Government	TIMOTHY P. MURPHY
	Former President and Chief Executive Officer of Consortium Networks
	Age	62	Committee(s)	Compliance Committee Chair, Audit Committee
	Director Since	2020	Term Expires	2024
	Other Public Directorships	None
	PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Murphy served as President and Chief Executive Officer of Consortium Networks, a cybersecurity and networking company, from 2019 through 2023. Previously, he served as President of Thomson Reuters Special Services, a wholly-owned subsidiary of Thomson Reuters (“TRSS”), from 2015 to 2019. TRSS provides management consulting services to help customers with intelligence collection and analysis, network analysis, insider threat, and global risk management solutions. Mr. Murphy currently serves as Chair of the Board of Directors for TRSS and served on the Board of Directors of Genius Group Limited from 2022 to 2023. From 1988 to 2011, Mr. Murphy served in the United States Federal Bureau of Investigation (the “FBI”), where he held various positions of increasing responsibility until retiring from the FBI in 2011 as Deputy Director.
	EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Mr. Murphy has substantial global law enforcement, cybersecurity, intelligence, counterterrorism, and business and operational experience gained through his time as chief financial officer and chief operating officer at the FBI and as president and chief executive officer of a cybersecurity and networking company. Mr. Murphy also brings experience in intelligence collection and analysis, network analysis, and insider threat and global risk management gained during his tenure with TRSS.


CFO Experience Financial Literacy Eligible for Audit Committee Financial Expert Global Operational Experience	JAN SIEGMUND
	Former Chief Financial Officer of Cognizant Technology Solutions Corporation
	Age	59	Committee(s)	Audit Committee Chair, Compliance Committee
	Director Since	2019	Term Expires	2024
	Other Public Directorships	None
	PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Siegmund served as Chief Financial Officer of Cognizant Technology Solutions Corporation, a professional services company, from 2020 through 2023. Prior to that, Mr. Siegmund served as Corporate Vice President and Chief Financial Officer of Automatic Data Processing, Inc. (“ADP”), a global provider of cloud-based human capital management solutions, from 2012 to 2019. Prior to his appointment as Chief Financial Officer in 2012, he served as President, Added Value Services and Chief Strategy Officer of ADP from 2009 to 2012. Prior to that time, Mr. Siegmund held various positions of increasing responsibility with ADP. Mr. Siegmund joined ADP in 1999.
	EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Mr. Siegmund brings to the Board experience as a former chief financial officer of a professional services provider and former chief financial officer and chief strategy officer of a global provider of cloud-based human capital management solutions.


Financial Literacy Regulated Industry/ Government Emerging Markets Global Operational Experience	ANGELA A. SUN
	Former Chief Operations Officer & Partner, Alpha Edison
	Age	49	Committee(s)	Audit Committee, Compensation and Benefits Committee
	Director Since	2018	Term Expires	2024
	Other Public Directorships	Cushman & Wakefield plc
	PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Ms. Sun is an investor in early stage companies. Previously, she served as Chief Operations Officer and Partner of Alpha Edison, a venture capital firm, from 2019 to 2021. Prior to that, Ms. Sun served as Global Head of Strategy and Corporate Development for Bloomberg L.P, a privately held financial software, data, and media company, from 2014 to 2017, where she led new business development, and acquisitions and commercial partnerships across the company’s media, financial products, enterprise and data businesses. From 2008 to 2014, Ms. Sun served as Chief-of-Staff to Bloomberg’s former CEO. Prior to joining Bloomberg, L.P., Ms. Sun served as a Senior Policy Advisor in the Bloomberg Administration where she oversaw a citywide portfolio of economic development agencies and led urban planning and real estate development projects. From 2001 to 2005, Ms. Sun served as a management consultant at McKinsey & Company, where she focused on the Financial Services and Healthcare sectors. Prior to McKinsey, from 1996 to 1998, Ms. Sun was an investment banker at J.P. Morgan and in 2001 was a Visiting Associate at the Henry L. Stimson Center, a non-partisan international security and defense analysis think tank in Washington, D.C. Ms. Sun currently serves on the board of Cushman & Wakefield plc and served on the board of Apollo Strategic Growth Capital II from 2021 to 2023.
	EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Ms. Sun brings to the Board substantial operations management experience and valuable insight into the technology industry. Ms. Sun also has extensive strategic, operational, and government experience from her time in the Bloomberg Administration and at Bloomberg L.P. Ms. Sun also gained financial services experience at McKinsey & Company and J.P. Morgan.


CEO Experience Regulated Industry/ Government Financial Literacy Emerging Markets Global Operational Experience	SOLOMON D. TRUJILLO
	Founder and Chair, Trujillo Group, LLC
	Age	72	Committee(s)	Audit Committee, Compliance Committee
	Director Since	2012	Term Expires	2024
	Other Public Directorship	Cano Health, Inc.
	PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Trujillo founded Trujillo Group, LLC, a private investment company, and has served as its chair since 2003. Mr. Trujillo also served as the Chief Executive Officer and as director of Telstra Corporation Limited, Australia’s largest media-communications enterprise which also operated in the Asia Pacific region, from 2005 to 2009. From 2003 to 2004, Mr. Trujillo was Orange SA’s Chief Executive Officer. Earlier in his career, Mr. Trujillo was President and Chief Executive Officer of US West Communications and President, Chief Executive Officer and Chair of the Board of US West Inc. Mr. Trujillo previously served as a director of globally branded companies including WPP plc from 2010 to 2020, and PepsiCo, Inc., Target Corporation, Fang Holdings Ltd. (formerly SouFun Holdings Limited), Bank of America Corporation, Electronic Data Systems Corp., Orange S.A., Telstra Communications Limited, and Gannett Co., Inc. Mr. Trujillo currently serves as the Non-Executive Chair of Cano Health, Inc.
	EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Mr. Trujillo is an international business executive with experience as a former chief executive officer of global companies in the telecommunications, media, and cable industries headquartered in the United States, the European Union, and the Asia-Pacific region. He has global operations experience and provides the Board with substantial international experience and expertise in the retail, technology, media, and communications industries.


Skills and Qualifications
CEO Experience
CFO Experience
Financial Literacy
Audit Committee Financial Expert
Regulated Industry/Government Experience
Emerging Markets Experience
Gender
Female
Male
Race and Ethnicity
White
Hispanic/Latino
Asian
American Indian
Did not disclose
LGBTQ+
Age	54	67	54	68	64	55	62	62	59	49	72
Tenure	1	9	1	18	9	3	18	4	5	6	12

•	establishes agendas for each Board meeting in consultation with the chairs of applicable committees of the Board;
•	leads executive sessions of the Board;
•	has authority to call Board meetings;
•	leads the Board in discussions concerning the CEO’s performance and CEO succession;
•	approves meeting schedules for the Board;
•	approves information sent to the Board;
•	if requested by major stockholders, is available for consultation and direct communication; and
•	performs such other duties and responsibilities as requested by the Board.

Director	Audit	Corporate Governance, ESG and Public Policy	Compensation and Benefits	Compliance
Julie M. Cameron-Doe
Martin I. Cole
Suzette M. Deering
Betsy D. Holden
Jeffrey A. Joerres «
Devin B. McGranahan
Michael A. Miles, Jr.
Timothy P. Murphy
Jan Siegmund
Angela A. Sun
Solomon D. Trujillo

	with the CEO and the Chief People Officer regarding each team member and the team member’s development;
-	Maintains a confidential plan to address any unexpected short-term absence of the CEO and identifies candidates who could act as interim CEO in the event of any such unexpected absence; and
-	Ideally three to five years before the retirement of the current CEO, manages the succession process and determines the current CEO’s role in that process.

2023 DIRECTOR COMPENSATION
NAME	FEES EARNED OR PAID IN CASH ($000)⁽¹⁾	STOCK AWARDS ($000)⁽²⁾	OPTION AWARDS ($000)⁽³⁾	ALL OTHER COMPENSATION ($000)⁽⁴⁾	TOTAL ($000)⁽⁵⁾
Julie M. Cameron-Doe⁽⁶⁾	4.6	8.8	—	—	13.4
Martin I. Cole	105.0	160.0	—	10.0	275.0
Suzette Deering⁽⁷⁾	29.3	44.7	—	—	74.0
Richard A. Goodman⁽⁸⁾	39.8	—	34.2	—	74.0
Betsy D. Holden	118.5	160.0	—	35.0	313.5
Jeffrey A. Joerres	125.0	360.0	—	—	485.0
Michael A. Miles, Jr.	120.0	160.0	—	—	280.0
Timothy Murphy	130.0	160.0	—	—	290.0
Joyce A. Phillips⁽⁸⁾	38.0	34.2	—	—	72.2
Jan Siegmund	125.0	160.0	—	25.0	310.0
Angela A. Sun	110.0	160.0	—	4.5	274.5
Solomon D. Trujillo	110.0	80.0	80.0	—	270.0

NAME	STOCK UNITS	STOCK OPTIONS
Julie M. Cameron-Doe	738	—
Martin I. Cole	20,744	9,208
Suzette Deering	3,459	—
Richard A. Goodman	58,849	117,720
Betsy D. Holden	118,545	23,130
Jeffrey A. Joerres	191,591	11,448
Michael A. Miles, Jr.	166,244	—
Timothy Murphy	15,295	20,084
Joyce A. Phillips	6,286	—
Jan Siegmund	20,651	79,247
Angela A. Sun	34,275	22,620
Solomon D. Trujillo	39,681	218,231

(6)	Ms. Cameron-Doe was appointed to the Board effective December 12, 2023.
(7)	Ms. Deering was appointed to the Board effective September 21, 2023.
(8)	Ms. Philips and Mr. Goodman each retired from the Board at the 2023 Annual Meeting of Stockholders.

-	an annual Board retainer fee of $85,000;
-	an annual committee chair retainer fee of $30,000 for the chairs of the Audit Committee and the Compliance Committee and $25,000 for the chairs of the Compensation Committee and the Corporate Governance, ESG and Public Policy Committee; and

-	an annual retainer fee of $125,000; and
-	an annual equity grant with a value of $360,000.

-	reviewed and discussed with management and the independent registered public accounting firm the Company’s quarterly earnings press releases, consolidated financial statements, and related periodic reports filed with the SEC;
-	reviewed the Company’s guidelines and policies that govern the process by which the Company goes about assessing and managing its exposure to risks, including discussing with management, internal auditors and the independent auditor their assessment of the Company’s major financial risk exposures and the steps that have been taken to monitor and control such exposures;
-	reviewed with management, the independent registered public accounting firm and the internal auditor, management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the effectiveness of the Company’s internal control over financial reporting;
-	reviewed with the independent registered public accounting firm, management, and the internal auditor, as appropriate, the audit scope and plans of both the independent registered public accounting firm and internal auditor;
-	reviewed with the independent registered public accounting firm the critical audit matter expected in their report for the 2023 audit;
-	met in periodic executive sessions with each of the independent registered public accounting firm, management, and the internal auditor;
-	received the written disclosures and the annual letter from Ernst & Young LLP provided to us pursuant to PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, concerning their independence and discussed with Ernst & Young LLP their independence; and
-	reviewed and pre-approved all services to be performed by Ernst & Young LLP and the related fees, as described in Proposal 3–Ratification of Selection of Auditors, and considered whether Ernst & Young LLP’s provision of non-audit services to the Company was compatible with the independence of the independent registered public accounting firm.