UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On March 24, 2020, Frances Fragos Townsend advised The Western Union Company (the “Company”) that she intends not to stand for re-election as a member of the Company’s Board of Directors (the “Board”) at the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). Ms. Fragos Townsend’s decision not to stand for re-election was personal and not the result of any disagreement with the Company or the Board. Additionally, Roberto Mendoza will not be nominated for re-election at the 2020 Annual Meeting and will retire from the Board at such time because he has reached the Board’s mandatory retirement age, as set forth in its Corporate Governance Guidelines. Mr. Mendoza’s retirement from the Board is not the result of any disagreement with the Company or the Board.
(d)
On March 24, 2020, the Board increased the size of the Board from 11 to 12 and appointed Timothy P. Murphy to the Board to fill the vacancy resulting from such increase, effective March 24, 2020. In addition, the Board appointed Mr. Murphy to the Compliance Committee of the Board, also effective March 24, 2020.
There is no arrangement or understanding between Mr. Murphy and any other persons pursuant to which Mr. Murphy was selected as a director. There are no transactions involving Mr. Murphy requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Murphy will receive the standard compensation effective for 2020 received by the Company's current non-employee directors, as discussed in the Company's Proxy Statement dated April 3, 2019, prorated for the time he serves during 2020.
A copy of the press release announcing Ms. Fragos Townsend’s and Mr. Mendoza’s departures from the Board and the appointment of Mr. Murphy to the Board is attached hereto as Exhibit 99.1.
Item 9.01.Financial Statements and Exhibits.
Exhibit Number | Description of Exhibit | |||
99.1 | Press Release issued by The Western Union Company on March 24, 2020 | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 24, 2020 | THE WESTERN UNION COMPANY | ||
By: | /s/ DARREN A. DRAGOVICH | ||
Name: | Darren A. Dragovich | ||
Title: | Vice President and Assistant Secretary |