WESTERN UNION (WU)
Sector: Financials
2026 Annual Meeting Analysis
WESTERN UNION · Meeting: May 14, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors named in this Proxy Statement to serve as members of the Company's Board of Directors until the Company's 2027 Annual Meeting of Stockholders
Director since 2023 (less than 24 months as of the 2026 meeting), qualifying her for the new-director exemption from the TSR trigger; no overboarding, attendance, or independence concerns identified.
Director since 2015 with meaningful tenure; the 3-year TSR trigger does not apply because WU's 3-year return (+10.5%) outperformed the compensation peer group median (+9.1%) by +1.4pp, well below the 35pp threshold required to trigger a No vote; no overboarding, attendance, or independence concerns identified.
Director since 2023 (approximately 3 years); the 3-year TSR trigger does not apply given WU's outperformance of the peer median by +1.4pp; no overboarding, attendance, or independence concerns identified.
Director since 2006; the 3-year TSR trigger does not apply given WU's outperformance of the peer median; she holds three additional public board seats (Dentsply Sirona, Kenvue, NNN REIT), which is below the four-board overboarding threshold; no independence or attendance concerns identified.
Non-Executive Chair since 2015; the 3-year TSR trigger does not apply given WU's outperformance of the peer median; he holds two additional public board seats (Artisan Partners Asset Management, ConocoPhillips), which is below the overboarding threshold; no independence or attendance concerns identified.
CEO and director since 2021; the 3-year TSR trigger does not apply given WU's outperformance of the peer median by +1.4pp; no overboarding (holds no outside public board seats), attendance, or independence concerns identified; this vote is independent of the Say on Pay determination.
Director since 2006; the 3-year TSR trigger does not apply given WU's outperformance of the peer median; he holds one additional public board seat (Portillo's Inc.), below the overboarding threshold; no independence or attendance concerns identified.
Director since 2020; the 3-year TSR trigger does not apply given WU's outperformance of the peer median; no overboarding (holds no outside public board seats), attendance, or independence concerns identified.
Director since March 2026, well within the 24-month new-director exemption from the TSR trigger; brings strong CEO and global operations experience; no overboarding, attendance, or independence concerns identified.
Director since 2019 and Audit Committee Chair with CFO-level financial expertise; the 3-year TSR trigger does not apply given WU's outperformance of the peer median; he holds one additional public board seat (Marsh & McLennan), below the overboarding threshold; no independence or attendance concerns identified.
Director since 2018; the 3-year TSR trigger does not apply given WU's outperformance of the peer median; she holds one additional public board seat (Cushman & Wakefield), below the overboarding threshold; no independence or attendance concerns identified.
Director since 2012; the 3-year TSR trigger does not apply given WU's outperformance of the peer median by +1.4pp; no overboarding (holds no current public board seats), independence, or attendance concerns identified despite his absence from the 2025 annual meeting, as full-year attendance was confirmed at 75% or above per the proxy.
All 12 director nominees receive a FOR vote. Western Union's 3-year stock return of +10.5% outperformed the compensation peer group median of +9.1% by +1.4pp, far below the 35pp underperformance threshold required to trigger No votes under the policy. No directors are overboarded, no independence violations were identified, and all directors met the 75% attendance requirement. Two directors (Cameron-Doe, Pant) are exempt as new directors within 24 months.
Say on Pay
✓ FORCEO
Devin B. McGranahan
Total Comp
N/A
Prior Support
46%%
Western Union received only 46% shareholder support on last year's Say on Pay vote, which would normally require a No vote if no visible changes were made. However, the company engaged meaningfully with shareholders representing over 43% of outstanding shares, eliminated the above-target CEO equity grant that drove the prior-year dissent, applied negative discretion to cut the CEO's annual bonus by an additional 30%, eliminated overlapping performance metrics between the short- and long-term incentive plans for 2026, and enhanced proxy disclosures. These are concrete, structural changes directly responsive to the shareholder concerns identified. On pay mix, 92% of the CEO's compensation is performance-based and at-risk, well above the 50-60% policy threshold, and the CEO's realized compensation over three years was approximately 34% below the amount awarded, demonstrating genuine alignment between pay and shareholder outcomes. Taken together, the substantive remediation steps justify a FOR vote despite the prior year's low support.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big 4 firm appropriate for Western Union's size and complexity. The proxy does not disclose auditor tenure or a detailed fee table in the extracted text, so the tenure trigger cannot fire and the non-audit fee ratio cannot be computed; per policy, absent confirmed data these triggers do not apply. No material restatements attributable to audit failure were identified. The Audit Committee's rigorous annual evaluation process and active oversight of EY's independence are described in detail in the proxy.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal Regarding Stockholder Right to Act by Written Consent
The right to act by written consent is a mainstream governance improvement that allows shareholders to take action between annual meetings without waiting for a special meeting to be called. Western Union already permits shareholders owning 10% of shares to call a special meeting, which provides some ability to act between annual meetings, but written consent is a distinct and complementary right that gives shareholders more direct control. The proposal appears to be submitted by a governance-focused individual activist, which the policy treats as credible. The ask is a structural governance improvement with a low bar to support — written consent rights are widely viewed as pro-shareholder and are standard governance practice at many large companies. On balance, this is a legitimate governance enhancement that merits a FOR vote.
Overall Assessment
The 2026 Western Union annual meeting ballot presents a generally clean governance picture: all 12 directors receive FOR votes as WU's 3-year stock return modestly outperformed its compensation peer group median, eliminating the TSR trigger; Ernst & Young is ratified without concern given Big 4 status and no fee data triggering a No; the Say on Pay receives a FOR vote because the company took concrete, structural steps to address the 46% prior-year vote including eliminating above-target CEO grants and applying additional negative discretion on the annual bonus. The written consent stockholder proposal receives a FOR vote as a mainstream governance improvement supported by a credible filer.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing