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EX-3.2 - EXHIBIT 3.2 - Western Union COexhibit32-2018byxlaws.htm
EX-3.1 - EXHIBIT 3.1 - Western Union COexhibit31-2018amendedcoi.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 18, 2018
______________________________
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:

¨
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))
 
 

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).

Emerging growth company    ¨

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 18, 2018, at the 2018 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 the Company approved a management proposal (the “Management Proposal”) to amend the Company’s Certificate of Incorporation (the “Charter”) to reduce the threshold stock ownership requirement for stockholders to call a special meeting from 20% to 10% (the “Special Meeting Threshold”). The newly amended Charter was filed with the Secretary of State of the State of Delaware on May 18, 2018 and was effective as of such date.

Following the Annual Meeting, the Board approved a corresponding amendment to the Company’s By-Laws (the “By-Laws”) to effect changes necessary to lower the Special Meeting Threshold in the By-Laws. In addition, the Board approved amendments to the By-Laws to (i) add to the Company’s advance notice provisions a requirement that individuals nominated for election as directors must include a written representation that they intend to serve as directors for the entire one-year term, and (ii) provide the Chair of the meeting the ability to adjourn any meeting of stockholders without notice other than announcement at such meeting. The By-Law amendments became effective upon the filing of the Charter with the Secretary of State of the State of Delaware on May 18, 2018.

The foregoing descriptions of the amendments to the Charter and By-Laws are qualified in their entirety by the text of the Charter and By-Laws, each as amended, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference in their entirety into this Item 5.03.


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 18, 2018, 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) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018; (iv) approved a management proposal to reduce the threshold stock ownership requirement to call a special meeting; and (v) did not approve a stockholder proposal regarding political contributions disclosure. The final voting results for the matters voted upon at the meeting are as follows:

Proposal 1: Election of Directors.

Name
Votes For
Votes Against
Abstentions
Broker Non-Votes
Martin I. Cole
393,349,977
391,444
155,645
21,124,147
Hikmet Ersek
392,034,996
1,691,792
170,278
21,124,147
Richard A. Goodman
383,261,335
10,444,010
191,721
21,124,147
Betsy D. Holden
380,689,807
13,061,000
146,259
21,124,147
Jeffrey A. Joerres
383,568,182
10,144,841
184,043
21,124,147
Roberto G. Mendoza
390,255,103
3,477,921
164,042
21,124,147
Michael A. Miles, Jr.
382,175,505
11,561,794
159,767
21,124,147
Robert W. Selander
376,920,818
16,819,474
156,774
21,124,147
Frances Fragos Townsend
393,229,667
503,415
163,984
21,124,147
Solomon D. Trujillo
393,214,642
484,873
197,551
21,124,147


Proposal 2: Advisory Vote on Executive Compensation.
Votes For
Votes Against
Abstentions
Broker Non-Votes
366,087,916
26,084,920
1,723,712
21,124,665





Proposal 3: Ratification of Selection of Auditors.
Votes For
Votes Against
Abstentions
Broker Non-Votes
400,079,488
14,702,048
239,677


Proposal 4: Approval of Amendment to the Charter to Reduce the Threshold Stock Ownership Requirement to Call a Special Meeting.
Votes For
Votes Against
Abstentions
Broker Non-Votes
383,824,754
9,779,989
292,323
21,124,147


Proposal 5: Stockholder Proposal Regarding Political Contributions Disclosure.
Votes For
Votes Against
Abstentions
Broker Non-Votes
124,269,665
264,111,999
5,515,402
21,124,147

Item 9.01 Financial Statements and 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.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dated: May 22, 2018
 
 
 
THE WESTERN UNION COMPANY
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/    DARREN  A. DRAGOVICH
 
 
 
 
 
 
Name:
 
Darren A. Dragovich
 
 
 
 
 
 
Title:
 
Vice President and Assistant Secretary