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

THE WESTERN UNION COMPANY

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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).

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.

Proposal 2: Advisory Vote to Approve Executive Compensation.

Proposal 3: Advisory Vote on the Frequency of the Vote on Executive Compensation.

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.

Proposal 5: Amendment to the Charter to Limit Liability for Certain Officers.

Proposal 6: Stockholder Proposal Regarding Stockholder Right to Act by Written Consent.

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.