Western Union CO
Shareholder Proposals
Item 5
Enable stockholders to act by written consent with the minimum vote needed to authorize action, without ownership-duration or holding-method restrictions.
The proposal asks the board to adopt a stockholder right to act by written consent, allowing shareholders holding the minimum number of votes required to approve an action at a fully attended meeting to take that action in writing without being limited by arbitrary ownership-duration or share-holding method restrictions. The resolution specifically requests that shareholders be permitted to initiate any appropriate topic for written consent and highlights that current bylaws exclude shareholders who have owned shares for less than one year from calling special meetings. The proponent argues that written consent rights would give shareholders an additional, timely mechanism to address underperformance and hold directors accountable, citing recent operational and financial challenges at the company as rationale. The submission asks shareholders to approve the change so stockholders can act between annual meetings when necessary.