Attached files
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| EX-10.1 - THE WESTERN UNION COMPANY 2015 LONG-TERM INCENTIVE PLAN - Western Union CO | twuc2015ltip051515.htm |
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 15, 2015
_______________________________
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.) | ||
12500 East Belford Avenue Englewood, Colorado | 80112 | |
(Address of principal executive offices) | (Zip Code) | |
(866) 405-5012
(Registrant’s telephone number, including area code)
N/A
(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 ( see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
The Western Union Company 2015 Long-Term Incentive Plan
At the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of The Western Union Company (the “Company”) held on May 15, 2015, the Company's stockholders approved The Western Union Company 2015 Long-Term Incentive Plan (the “2015 Plan”), which had been previously approved by the Company's Board of Directors (the “Board of Directors”) subject to stockholder approval. The following paragraphs provide a summary of certain terms of the 2015 Plan.
The purposes of the 2015 Plan are: (i) to advance the interests of the Company by attracting and retaining high caliber employees, and other key individuals who perform services for the Company or its subsidiaries or affiliates; (ii) to align the interests of the Company’s stockholders and recipients of awards under the 2015 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success; and (iii) to motivate award recipients to act in the long-term best interests of the Company and its stockholders. The Compensation and Benefits Committee of the Board of Directors will administer the 2015 Plan and will designate the eligible award recipients under the 2015 Plan.
Under the 2015 Plan, the Company may grant: (i) non-qualified stock options; (ii) “incentive stock options” (within the meaning of Section 422 of the Internal Revenue Code); (iii) stock appreciation rights (“SARs”); (iv) restricted stock, restricted stock units, bonus stock, bonus stock units and deferred stock units (“Stock Awards”); and (v) performance grants. Subject to the terms and conditions of the 2015 Plan, the number of shares authorized for grants under the 2015 Plan is 31,000,000, reduced by the aggregate number of shares which become subject to outstanding options, outstanding free-standing SARs, outstanding Stock Awards, and outstanding performance grants denominated in shares of common stock.
The foregoing description of the 2015 Plan is qualified in its entirety by the text of the 2015 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
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 in favor of the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting; (iii) approved the 2015 Plan; (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015; (v) did not approve a stockholder proposal regarding stockholder action by written consent; (vi) did not approve a stockholder proposal regarding political contributions; and (vii) did not approve a stockholder proposal regarding a new Board of Directors committee. 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 |
Hikmet Ersek | 426,745,026 | 2,683,960 | 2,302,573 | 31,970,238 |
Richard A. Goodman | 419,226,218 | 10,280,653 | 2,224,688 | 31,970,238 |
Jack M. Greenberg | 407,843,922 | 20,440,831 | 3,446,806 | 31,970,238 |
Betsy D. Holden | 418,587,094 | 10,930,173 | 2,214,292 | 31,970,238 |
Jeffrey A. Joerres | 422,720,011 | 6,780,910 | 2,230,638 | 31,970,238 |
Linda Fayne Levinson | 401,520,088 | 27,974,697 | 2,236,774 | 31,970,238 |
Roberto G. Mendoza | 418,816,551 | 10,674,311 | 2,240,697 | 31,970,238 |
Michael A. Miles, Jr. | 426,417,859 | 3,086,623 | 2,227,077 | 31,970,238 |
Robert W. Selander | 423,653,675 | 5,846,564 | 2,231,320 | 31,970,238 |
Frances Fragos Townsend | 426,350,492 | 3,158,951 | 2,222,116 | 31,970,238 |
Solomon D. Trujillo | 418,748,861 | 10,748,284 | 2,234,414 | 31,970,238 |
Proposal 2: Advisory Vote on Executive Compensation.
Votes For | Votes Against | Abstentions | Broker Non-Votes |
408,245,994 | 17,096,702 | 6,388,863 | 31,970,238 |
Proposal 3: Approval of The Western Union Company 2015 Long-Term Incentive Plan.
Votes For | Votes Against | Abstentions | Broker Non-Votes |
410,304,365 | 18,745,213 | 2,681,981 | 31,970,238 |
Proposal 4: Ratification of Selection of Auditors.
Votes For | Votes Against | Abstentions | Broker Non-Votes |
458,059,570 | 3,348,982 | 2,293,245 | 0 |
Proposal 5: Stockholder Proposal Regarding Stockholder Action by Written Consent.
Votes For | Votes Against | Abstentions | Broker Non-Votes |
152,492,673 | 276,667,524 | 2,571,362 | 31,970,238 |
Proposal 6: Stockholder Proposal Regarding Political Contributions.
Votes For | Votes Against | Abstentions | Broker Non-Votes |
141,046,657 | 199,044,025 | 91,640,877 | 31,970,238 |
Proposal 7: Stockholder Proposal Regarding New Board Committee.
Votes For | Votes Against | Abstentions | Broker Non-Votes |
44,491,733 | 327,310,409 | 59,929,417 | 31,970,238 |
Item 9.01 | Financial Statements and Exhibits. |
Exhibit Number | Description of Exhibit |
10.1 | The Western Union Company 2015 Long-Term Incentive Plan |
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.
Dated: May 20, 2015 | THE WESTERN UNION COMPANY | |||||||
By: | /s/ DARREN A. DRAGOVICH | |||||||
Name: | Darren A. Dragovich | |||||||
Title: | Assistant Secretary | |||||||
EXHIBIT INDEX
Exhibit Number | Description of Exhibit |
10.1 | The Western Union Company 2015 Long-Term Incentive Plan |