ISS PROXY ADVISORY SERVICES The Western Union Company · Trujillo is a director of Target Corp.,...

ISS PROXY ADVISORY SERVICES

Report Contents Financial Highlights 3 Vote Results 9 Corporate Governance Profile 4 Meeting Agenda and Proposals 10 Board Profile 5 Equity Ownership Profile 25 Compensation Profile 6 Additional Information 25 Governance QuickScore 8

© 2013 Institutional Shareholder Services Inc. All Rights Reserved.

The Western Union Company Key Takeaways While performance concerns remain, CEO pay appropriately declined amid poor performance in 2012.

Equity awards for FY2012 feature cut-back reward provisions, in addition to the original performance conditions. Lower reward opportunities will be triggered unless the company's TSR performance meets the S&P500 Index's returns, and avoid further stock price decline – these appear appropriate in light of current TSR underperformance. However, shareholders are advised to monitor the efficacy of this new design structure, to ensure grants under the program do not further inflate pay.

Agenda & Recommendations Policy: United States

Incorporated: Delaware, USA

Item Code Proposal Board Rec. ISS Rec.

MANAGEMENT PROPOSALS

1 M0201 Elect Director Dinyar S. Devitre FOR FOR

2 M0201 Elect Director Betsy D. Holden FOR FOR

3 M0201 Elect Director Wulf von Schimmelmann FOR FOR

4 M0201 Elect Director Solomon D. Trujillo FOR FOR

5 M0550 Advisory Vote to Ratify Named Executive Officers' Compensation FOR FOR

6 M0101 Ratify Auditors FOR FOR

7 M0620 Provide Right to Call Special Meeting FOR FOR

SHAREHOLDER PROPOSALS

8 S0809 Require Consistency with Corporate Values and Report on Political Contributions

AGAINST AGAINST

Shaded areas indicate recommendations against board Items deserving attention due to contentious issues or controversy

ISS QuickScore

GOVERNANCE

7

Scores indicate decile rank relative to index

or region. A decile score of 1 indicates

lower governance risk, while a 10 indicates

higher governance risk.

Meeting Type: Annual Meeting Date: 30 May 2013 Record Date: 1 April 2013 Meeting ID: 795284 New York Stock Exchange: WU Index: S&P 500 Sector: Data Processing and Outsourced Services GICS: 45102020 Primary Contacts Sean Quinn David Kokell – Compensation Limor Weizmann – E&S [email protected]

mailto:[email protected]

The Western Union Company (WU) Meeting Date: 30 May 2013 POLICY: United States Meeting ID: 795284

ISS PROXY ADVISORY SERVICES Publication Date: 13 May 2013

Material Company Updates

Item Summary

Proxy Access At the 2012 annual meeting, a shareholder proposal to implement proxy access at the company received 33.5 percent support from holders of votes cast FOR and AGAINST. The binding proposal would have enabled holders of 1 percent of the company's outstanding shares for one year or more to nominate up to 25 percent of the board in each election.

On March 6, 2013, the board amended the company's bylaws to allow holders of 3 percent of the company's shares for three years to nominate up to 20 percent of the board. The 20 percent limit includes nominees submitted under this proxy access right that were either later withdrawn or that the board subsequently included as board-sponsored candidates. This access right may not be used by investors with a control intent, nor may it be used by those initiating a proxy contest at the company. Likewise, investors circulating a different proxy card are precluded from using proxy access. Investors seeking to nominate board candidates under this new policy are subject to certain disclosure and procedural requirements.

Board Declassification At the 2012 annual meeting, a board-sponsored proposal to declassify the board was approved by holders of 99.9 percent of votes cast FOR and AGAINST. As such, directors elected at the annual meeting will stand for one-year terms. Directors elected at the 2012 and 2011 annual meetings will serve the remainder of their terms such that beginning with the 2015 annual meeting, all directors will stand for election annually.

Board Update Solomon D. Trujillo was appointed to the company’s board effective July 20, 2012. He served as CEO and director of Telstra Corporation Ltd. (Australia) from July 2005 to June 2009. Mr. Trujillo is a director of Target Corp., WPP plc, and ProAmerica Bank.



Financial Highlights

Company Description: The Western Union Company provides money movement and payment services worldwide. The company operates in three segments: Consumer-to-Consumer, Consumer-to-Business, and Business Solutions. The Consumer-to-Consumer segment offers cash money transfer services involving walk-in agent locations.

STOCK PERFORMANCE

TOTAL SHAREHOLDER RETURNS 1 Yr 3 Yr 5 Yr

Company TSR (%) -23.49 -8.54 -9.79

GICS 4510 TSR (%) 14.88 14.56 3.62

S&P500 TSR (%) 16.00 10.87 1.66

Source: Compustat. As of last day of company FY end month: 12/31/2012

COMPANY SNAPSHOT

Market Cap (M) 8,338.1

Closing Price 14.66

Annual Dividend 0.45

52-Week High 19.14

52-Week Low 11.93

Shares Outstanding (M) 568.77

Average daily trading volume (prior mo) 9,045.45

As of April 1, 2013 (All currency in USD)

FINANCIAL & OPERATIONAL PERFORMANCE Historical Performance (FY) Compared to Peers – 2012

All currency in USD 2008 2009 2010 2011 2012 IVZ FIS FISV NTRS AMP

Earnings Invesco Ltd.

Fidelity National

Information Services, Inc.

Fiserv, Inc. Northern Trust

Corporation

Ameriprise Financial,

Inc.

Revenue (M) 5,282 5,084 5,193 5,491 5,665 4,177 5,808 4,482 4,194 10,263

Net Income (M) 919 849 910 1,165 1,026 677 461 611 687 1,029

EBITDA (M) 1,582 1,508 1,536 1,650 1,619 1,008 1,629 1,423 2,171 1,784

EPS (USD) 1.26 1.21 1.37 1.85 1.70 1.50 1.85 4.40 2.82 4.71

EPS Y/Y Growth (%) 12 -4 13 35 -8 -5 13 28 14 0

Profitability

Net Margin (%) 24 22 22 23 21 21 14 20 24 12

EBITDA Margin (%) 30 30 30 30 29 24 28 32 52 17

Return on Equity (%) 240 156 130 109 8 8 18 9 11

Return on Assets (%) 17 12 12 13 11 4 4 7 1 1

ROIC (%) 36 25 29 28 22 5 5 9 6 6

Liquidity

Debt/Assets 56 42 42 40 43 29 32 38 6 6

Debt/Equity -38,809 862 565 400 428 61 66 95 79 87

Cash Flows

Operating (M) 1,254 1,218 994 1,175 1,185 819 1,047 865 814 1,505

Investing (M) -454 -324 -65 -1,360 -258 -82 -23 -138 1,628 4,417

Financing (M) -1,298 -504 -458 -601 -522 -646 -921 -706 -3,073 -6,342

Net Change (M) -498 390 472 -787 406 108 102 21 -563 -410

Valuation & Performance

Price/Earnings 11.40 15.60 13.60 9.90 8.00 17.40 18.80 18.00 17.80 13.30

Annual TSR (%) -40.77 31.87 -0.03 0.01 -23.49 33.42 34.09 34.54 29.65 29.50

Source: Compustat. Note: Compustat standardizes financial data to allow for accurate comparison across companies and industries. Compustat data may differ from companies' disclosed financials. See www.issgovernance.com/policy/CompanyFinancialsFAQ for more information. Peers used in Financial Highlights represent closest industry peers drawn from those peers used in ISS’ pay-for-performance analysis.

-100%

-50%

0%

50%

100%

Jan-08 Jan-09 Jan-10 Jan-11 Jan-12 Jan-13

The Western Union Company MSCI ACWI: IT Services (GICS: 451020) S&P 500

http://www.issgovernance.com/policy/CompanyFinancialsFAQ



Corporate Governance Profile

BOARD & COMMITTEE SUMMARY

Independence Members Meetings

Full Board 90% 10 9

Audit 100% 5 12

Compensation 100% 5 6

Nomination 100% 5 7

Chairman classification Independent

Outsider

Separate chair/CEO Yes

Independent lead director N/A

Voting Standard Majority

Plurality carveout for contested elections True

Resignation policy Yes

Total director ownership (000 shares) 2,604

Total director ownership (%) N/A

Percentage of directors owning stock 100%

Number of directors attending < 75% of meetings

0

Number of directors on excessive number of outside boards

0

Average director age 62 years

Average director tenure 5 years

% of women on board 20%

SHAREHOLDER RIGHTS SUMMARY

Controlled Company? No

Classified Board In process of declassifying

Dual-class stock No

Vote standard for mergers/acquisitions 50.01

Vote standard for charter/bylaw amendment

50.01

Shareholder right to call special meetings

No right

Material restrictions on right to call special meetings

N/A

Shareholder right to act by written consent

No

Cumulative voting No

Board authorized to issue blank-check preferred stock

Yes

Poison pill No



Board Profile

Director Independence & Affiliations EXECUTIVE DIRECTORS

On Ballot

Name Affiliation Independence Classification

Attend <75%

Gen-der

Age Tenure Term Ends

Outside Key Committees

Company ISS Boards CEO Audit Comp Nom Gov

Hikmet Ersek CEO Non-

Independent Insider

M 52 3 2014 0

NON-EXECUTIVE DIRECTORS On

Ballot Name Affiliation Independence

Classification Attend <75%

Gen-der

Age Tenure Term Ends

Outside Key Committees

Company ISS Boards CEO Audit Comp Nom Gov

Jack M. Greenberg

Chair Independent Independent

Outsider

M 70 7 2014 4

Dinyar S. Devitre

Independent Independent

Outsider

M 65 7 2014 2

F

C C

Linda Fayne Levinson


Outsider

F 71 7 2014 4

M

M M

Richard A. Goodman


Outsider

M 64 1 2015 1

C F M

Betsy D. Holden


Outsider

F 57 7 2014 2

C M M

Roberto G. Mendoza


Outsider

M 67 7 2015 2

M M

Michael A. Miles Jr.


Outsider

M 51 7 2015 0

M

M M

Solomon D. Trujillo


Outsider

M 61 0* 2014 3

M

Wulf von Schimmelmann


Outsider

M 66 4 2014 3

M M M

M = Member | C = Chair | F = Financial Expert *Indicates director not previously submitted to shareholders for election.



Director Employment, Compensation & Ownership Name Primary Employment Outside Boards Total

Compensation* Shares

Held (000) 60-day

Options (000)

Total (000)

Voting power

(%)

Jack M. Greenberg Retired The Allstate Corp., InnerWorkings, Inc., Hasbro, Inc., ManpowerGroup Inc.

501,800 73 513 586 <1

Hikmet Ersek CEO, President - The Western Union Co.

** 168 1,206 1,374 <1

Dinyar S. Devitre Financial Services Altria Group, Inc., SABMiller plc

265,300 24 149 173 <1

Linda Fayne Levinson

Consultant NCR Corp., Ingram Micro Inc., Jacobs Engineering Group Inc., Hertz Global Holdings, Inc.

250,100 0 143 143 <1

Richard A. Goodman

Retired Johnson Controls, Inc. 255,600 0 20 20 <1

Betsy D. Holden Consultant Diageo plc, Catamaran Corp.

253,100 5.00 54 59 <1

Roberto G. Mendoza

Financial Services PartnerRe Ltd., ManpowerGroup Inc.

225,400 0 136 136 <1

Michael A. Miles Jr. Financial Services 226,500 0 54 54 <1

Solomon D. Trujillo Financial Services Target Corp., WPP plc, ProAmerica Bank

98,100 12 20 32 <1

Wulf von Schimmelmann

Retired Accenture plc, Thomson Reuters Corp., Deutsche Post AG

216,500 0 27 27 <1

*Local market currency **For executive director data, please refer to Executive Compensation Profile.

Compensation Profile

EXECUTIVE PAY OVERVIEW Executive Title Base Salary Change in

Pension, Deferred Comp, All Other Comp

Bonus & non-equity incentives

Restricted stock

Option grant

Total

H. Ersek President and Chief Executive Officer 988 266 0 3,759 2,846 7,858

J. Thompson EVP, Global Operations and Chief Information Officer

500 65 233 2,454 450 3,701

R. Agrawal EVP, President, Western Union Business Solutions

405 961 97 814 617 2,894

S. Scheirman EVP and Chief Financial Officer 582 74 134 1,096 830 2,716

J. Dye EVP, General Counsel and Secretary 500 603 500 470 356 2,429

Median CEO Pay ISS Selected Peer Group 950 348 1,452 3,582 1,813 10,301

Company Defined Peers 975 213 2,000 3,738 1,859 10,762 Source: ISS. Pay in $thousands. Total pay is sum of all reported pay elements, using ISS' Black-Scholes estimate for option grant-date values. Note: Median total pay will not equal sum of pay elements medians. Company-defined peers are as disclosed. More information on ISS’ peer group methodology at www.issgovernance.com/policy/USCompensation.

http://www.issgovernance.com/policy/USCompensation



OPTION VALUATION ASSUMPTIONS

For CEO's last FY Grant Company ISS

Volatility (%) 33.20 32.53

Dividend Yield (%) 1.80 0.78

Term (yrs) 6.09 10.00

Risk-free Rate (%) 1.20 1.99

Grant date fair value per option 4.90 7.10

Grant Date Fair Value ($ in 000) 1,980 2,846 Source: Standard & Poor's Xpressfeed (company valuation assumption), ISS.

CEO TALLY SHEET CEO H. Ersek

CEO tenure at FYE: 2.3 years

Present value of all accumulated pension: N/A

Value of CEO stock owned (excluding options): $2,458,453

Potential Termination Payments

Involuntary termination without cause: $9,585,900

Termination after a change in control: $19,790,600

Source: ISS

CEO PAY MULTIPLES Compared to Multiple

2nd highest active executive 2.12

Average active NEO 2.68

ISS peer median 0.76

Company peer median 0.73

Source: ISS

3-YEAR GRANTED VS. REALIZABLE CEO PAY

Source: ISS ($ in thousands) Granted pay equals the sum of (1) base salary, change in pension value, deferred compensation and all other compensation as reported in the summary compensation table, (2) earned bonus and short-term cash incentives, (3) the target value of long-term cash incentives granted, and (4) the grant-date fair value of equity awards granted, all during the prior three fiscal years. Realizable pay equals the sum of (1) and (2) above, (3) the earned (or target if not yet earned) value of any long-term cash awarded during the period, and (4) the fair value of all equity awarded (or earned, for performance shares where the performance period has ended) during the prior three fiscal years, valued as of the most recent FY end date. With the exception of exercised options, which are valued at intrinsic value at the date of exercise, all options are valued with the Black-Scholes model using assumptions as of the valuation date (grant date for grant pay, and most recent FY end date for realizable pay). More information at www.issgovernance.com/policy/USCompensation

4,005 4,005

- -

9,884

3,672

1,166

1,083

2,730

2,730

9,073

6,985

26,858

18,475

Granted Pay Realizable Pay

Performance-based equity

STI Cash

LTI Cash

Options & time-based stock

Base + Deferred + Pension + All other




Dilution & Burn Rate

DILUTION Dilution (%)

The Western Union Company 11.96

Peer group median 18.37

Peer group weighted average 13.63

Peer group 75th percentile 27.94

BURN RATE Non-Adjusted (%) Adjusted (%)

1-year 0.89 1.56

3-year average 0.79 1.30

Dilution is the sum of the total amount of shares available for grant and outstanding under options and other equity awards (vested and unvested) expressed as a percentage of total basic common shares outstanding as of the record date. The dilution figure typically excludes employee stock purchase plans (ESPPs) and 401(k) shares. The underlying information for the company is based on the company's equity compensation table in the most recent proxy statement or 10-K.

Burn rate equals the number of shares granted in each fiscal year, including stock options, restricted stock (units), actual performance shares delivered under the long-term incentive plan or earned deferred shares, to employees and directors divided by weighted average common shares outstanding. The adjusted burn rate places a premium on grants of full-value awards using a multiplier based on the company's annual volatility.

ISS QuickScore As of May 8, 2013 ISS GOVERNANCE QUICKSCORE PILLARS

Board 1 Compensation 9 ISS Governance QuickScore is derived from publicly disclosed data on the company's governance practices. Scores indicate decile rank relevant to index or region. While company practices that raise concerns in ISS Governance QuickScores are in many cases factors that weigh against the company in analyzing certain proposals, ISS recommendations are based on situational proposals and the related qualitative aspects of our review.

Scores are calculated at each pillar by summing the factor scores in that pillar. Not all factors and not all subcategories have equal weight, and not all factors or subcategories apply to all markets. For more information on ISS Governance QuickScore, visit www.issgovernance.com/QuickScore. For questions, please contact: [email protected].

Subcategory & Impact: Subcategory & Impact:

Board Composition Pay For Performance

Composition of Committees Non-Performance Based Pay

Board Practices Use Of Equity

Board Policies Equity Pay Risk Mitigation

Related Party Transactions Communications & Disclosure

Termination

Controversies

Shareholder Rights 4 Audit 1

Subcategory & Impact: Subcategory & Impact:

One Share - One Vote External Auditor

Takeover Defenses Audit & Accounting Controversies

Voting Issues

Voting Formalities

The total number of points in this subcategory is at the top of the possible range.

The total number of points in this subcategory is at the bottom of the possible range. No Star or Flag: The total number of points in this subcategory is in the middle of the possible range.

http://www.issgovernance.com/QuickScore




Vote Results

ANNUAL MEETING 23 MAY 2012 Proposal Board Rec ISS Rec Disclosed

Result Support Including

Abstains (%)1

Support Excluding Abstains

(%)2

1 Elect Director Richard A. Goodman For For Majority 99.3 99.3

2 Elect Director Roberto G. Mendoza For For Majority 97.7 97.7

3 Elect Director Michael A. Miles, Jr. For For Majority 98.6 98.6

4 Declassify the Board of Directors For For Pass 99.8 99.9

5 Ratify Auditors For For Pass 98.8 98.9

6 Advisory Vote to Ratify Named Executive Officers' Compensation

For For Pass 98.3 98.4

7 Amend Omnibus Stock Plan For For Pass 94.7 94.9

8 Adopt Proxy Access Right Against For Fail 33.4 33.5

9 Adopt Proxy Statement Reporting on Political Contributions and Advisory Vote

Against Against Fail 3.0 3.7

Shaded results reflect a majority of votes cast FOR shareholder proposal or AGAINST management proposal or director election 1Support Including Abstains is defined as %FOR/(For + Against + Abstain), as expressed as a percentage. 2Support Excluding Abstains is defined as %FOR/(For + Against), as expressed as a percentage, provided if different from For + Against + Abstain.



Meeting Agenda & Proposals

Items 1-4. Elect Directors FOR

VOTE RECOMMENDATION

A vote FOR the director nominees is warranted.

BACKGROUND INFORMATION

Policies: Board Accountability | Board Responsiveness | Director Competence | Director Independence | Election of Directors | ISS Categorization of Directors | Vote No campaigns

Vote Requirement: The company has adopted a majority vote standard (of shares cast) for the election of directors with a plurality carve-out for contested elections, and has a director resignation policy in its bylaws/charter.

Discussion We do not highlight any significant issues at this time. For more information, please see the Board Profile section above.

https://www.governanceexchange.com/index2.php?x=mtx&i=2985










Item 5. Advisory Vote to Ratify Named Executive Officers' Compensation FOR

VOTE RECOMMENDATION

A vote FOR this proposal is warranted as significant misalignment between pay and performance has not been identified for the year in review. While certain concerns are noted, on balance support for this proposal is warranted given that the CEO's pay decreased last year (and is below the peer median) due to no payout under the annual incentive program, consistent with poor company performance, and the new performance design structure underlying his equity grants features new cut-back reward provisions if company TSR does not meet S&P500 Index performance, and/or stock price further declines. Shareholders are advised to monitor the efficacy of the new design structure.


Policies: Advisory Votes on Executive Compensation

Vote Requirement: Majority of votes cast (abstentions count against; broker non-votes have no effect)

Executive Compensation Evaluation

COMPONENTS OF PAY

($ in thousands) CEO CEO Peer Median

Other NEOS

H. Ersek H. Ersek H. Ersek

2012 Change 2011 2010 2012 2012

Base salary 988 7.3% 921 836 950 1,987

Deferred comp & pension 0 0 0 0 0

All other comp 266 -14.5% 311 684 85 1,703

Bonus 0 0 0 0 563

Non-equity incentives 0 -100.0% 2,258 1,510 1,420 401

Restricted stock 3,759 29.7% 2,897 2,417 3,582 4,834

Option grant 2,846 2.9% 2,764 4,274 1,813 2,252

Total 7,858 -14.1% 9,152 9,721 10,301 11,740

% of Net Income 0.8% 1.1%

% of Revenue 0.1% 0.2% Blank

Non-Performance-based Pay Elements – CEO

Key perquisites ($) CEO/NEO – Relocation Payment: 106,700; CEO Aggregate Perks: 18,600

Key tax gross-ups on perks ($) CEO/NEO Relocation payments gross-up: 70,000

Value of accumulated NQDC* ($) 0

Present value of all pensions ($): N/A

Actual years of service: N/A

Additional years credited service: N/A

*Non-qualified Deferred Compensation

Blank




Company Peer Group

Number of peer group constituents 18

Disclosed Benchmarking Targets

Base salary Not Disclosed

Target short-term incentive Not Disclosed

Target long-term incentive (equity) Not Disclosed

Target total compensation Not Disclosed Blank

Severance/Change-in-Control Arrangements

CEO contractual severance arrangement Individual Contract

CEO non-CIC estimated severance ($) 9,585,900

Change-in-Control Severance Arrangement*:

Trigger Double trigger

Multiple 2 times

Basis Base Salary + Target Bonus

Treatment of equity Vest only upon employment termination

Excise Tax Gross-up Yes, committed to no longer provide excise tax gross-ups going forward

Estimated CIC severance ($) 19,790,600

*considers severance arrangements for all NEOs Blank

Compensation Committee Communication & Responsiveness

Disclosure of Metrics/Goals

Annual incentives Yes

Long-term incentives Partial

Pay Riskiness Discussion

Process discussed? Yes

Material risks found? No

Pledging/Hedging of Shares

Anti-hedging policy Company has a robust policy

Anti-pledging policy Company has a robust policy

Pledging of at least 1,000 shares of company stock by NEOs or directors

No

Risk Mitigators

Clawback policy beyond SOX Yes

CEO stock ownership guideline 5X

Stock holding requirements Stock options: Until stock ownership guidelines are met Restricted Stock: Until stock ownership guidelines are met



Compensation Committee Responsiveness

Prior year’s MSOP vote result (F/F+A) 2012: 98.4% / 2011: 95.8%

Frequency adopted by company Annual

Frequency approved by shareholders Annual with 91.5% support (Year of adoption: 2011) Blank

Pay for Performance Evaluation RELATIVE ALIGNMENT

The chart plots percentiles of weighted average 1- and 3-year performance and pay rankings for the company () and ISS' derived peers (). The gray bar indicates pay and performance alignment.

ABSOLUTE ALIGNMENT CEO granted pay trends versus value of a $100 investment made on the first day of the five-year period.

2008 2009 2010 2011 2012

Pay($000) 2,190 8,471 9,721 9,152 7,858

Indexed TSR 59.23 78.10 78.08 78.09 59.75

CEO Gold Gold Ersek Ersek Ersek

0%

50%

100%

0% 50% 100%

Pe

rfo

rman

ce

Pay

0

0.5

1

1.5

$-

$2,000

$4,000

$6,000

$8,000

$10,000

$12,000

2008 2009 2010 2011 2012 C

EO P

ay, $

00

0

Pay TSR



MAGNITUDE OF PAY Pay in $thousands. The gray band represents 25th to 75th percentile of CEO pay of ISS' selected peer group with the black line representing the 50thpercentile.

PAY-FOR-PERFORMANCE QUANTITATIVE SCREEN Measure Result Level Relative degree of alignment

-41 Better than 17% of Companies*

Multiple of peer group median

0.76 Better than 71% of Companies

Absolute Alignment -17 Better than 26% of Companies

Initial Quantitative Screen

Medium Concern

*Constituents of Russell 3000 index. For more information on ISS' quantitative pay-for-performance measures, visit http://issgovernance.com/policy/USCompensation

Peer Groups

ISS AND COMPANY DISCLOSED PEER GROUPS

ISS-Selected Peers

Alliance Data Systems Corporation Broadridge Financial Solutions, Inc. Invesco Ltd. Paychex, Inc.

Automatic Data Processing, Inc. COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION NYSE Euronext SAIC, Inc.

Shared Peers

Ameriprise Financial, Inc. Fidelity National Information Services, Inc. Global Payments Inc. Northern Trust Corporation Visa Inc.

CME Group Inc. Fiserv, Inc. MasterCard Incorporated State Street Corporation

Company-Disclosed Peers

Comerica Incorporated eBay Inc. MoneyGram International, Inc. The NASDAQ OMX Group, Inc.

Discover Financial Services Intuit Inc. The Charles Schwab Corporation Total System Services, Inc.

The shaded area represents the overlap group of companies that are in both ISS’ comparison group and the company's disclosed CEO compensation benchmarking peer group. More information on the ISS peer group methodology at www.issgovernance.com/policy/USCompensation

PEER GROUP SIZE ANALYSIS

Size (by revenue) of the ISS, company and overlap peer groups. Gray indicates 0.4- 2.5 times the company's revenue.

Short-term Incentives Short-term Incentives

CEO Short-Term Incentive Opportunity

FY 2012 (H. Ersek) FY 2011 (H. Ersek)

Target Maximum Target Maximum

Non-equity incentive ($) 1,500,000 3,000,000 1,248,800 2,497,500

Non-equity incentive (%) (calculated)

152% of base salary 304% of base salary 136% of base salary 271% of base salary

Target STI (as disclosed by company)

150% of base salary

ISS peer median 150% of base salary

Company peer median 150% of base salary Blank

- 5,000 10,000 15,000 20,000

The company's total CEO pay is 0.76 times the median of its peers.

0

0.5

1

1.5

2

2.5

3

Size

as

mu

ltip

le o

f ta

rget

The Western Union Company

ISS Only

Shared

Company Only





Actual Payouts FY 2012 (H. Ersek) FY 2011 (H. Ersek)

Amount % of base salary Amount % of base salary

Bonus ($) 0 0 0 0

Non-equity incentive ($) 0 0 1,220,000 132

Total short-term incentive ($) (Bonus + Non-equity)

0 0 1,220,000 132

Blank1 Performance Provisions

Performance metrics/goals

Metric Weight Threshold Target Max Actual

Strategic Performance Objectives:

New revenue realized

20% ND

1.New revenue in Global Consumer Financial Services

business unit 2. Business-to-business new customer revenue growth 3.Increase new customer revenue originating from

westernunion.com

ND

1.between threshold and

target 2.at threshold

3.between threshold and

target

Global customer data base

10% ND Further develop and implement

a global customer database ND

Achieved at target level

Corporate Financial Performance Metrics (collectively 70% weighting):

Operating income

ND 98% of target $1.5 Billion 104% of target

$1.3 Billion

Revenue ND 98% of target $5.9 Billion 104% of target

$5.7 Billion

Blank6

Blank space 1

Results adjusted? Excludes the effect of currency fluctuations, nonrecurring and non-operating expense and income items

Discretionary component? Yes, committee may adjust up or down for individual performance; committee discretionary reduced CEO's STI award to zero

Discretionary bonus?* No

Future performance metrics Not Disclosed

*Based on bonus column in Summary Compensation Table

Blank Blank8



Long-Term Incentives

Long-Term Equity Grants

CEO Equity Awards FY 2012 FY 2011

Shares % shares* Value* % value Shares % shares Value* % value

Time-based shares 0 0 0 0 0 0 0 0

Standard options 400,810 64 2,845,751 43 233,859 62 2,764,213 49

Performance shares 225,084 36 3,758,900 57 143,572 38 2,897,300 51

Performance Options 0 0 0 0 0 0 0 0

Total Equity 625,894 6,604,651 377,431 5,661,513

Option/restricted stock vesting Stock options vest ratably over four years

CEO equity pay mix (by value)* Performance-based: 56.91%; Time-based: 43.09%

*Performance shares are counted and valued at target. Blank

Long-Term Cash Performance Awards: None FY2Target is Equal to 0 FY2Maximum is Equal to 0 FY1Threshold is Equal to 0 FY1Target is Equal to 0 FY1Maximum is Equal to 0 Count=3

CEO's last FY LTI target (%) 600% of base salary

Most recent FY award type(s)* Performance-based stock, Time-based options, Time-based stock

Current performance cycle FY 2012 – 2013

Most recent performance metrics/goals

Performance-based stock vests based on achievement during performance period of:

Compound annual constant currency growth rate for revenue, measured against 2011 revenue (34% weighting)

Compound annual constant currency growth rate for EBITDA, measured against 2011 EBITDA (33% weighting)

Compound annual growth rate for registered customers, measured against 2011 registered customers levels (33% weighting)

Note: threshold, target and maximum level goals are not disclosed.

Results adjusted? Excludes the effect of currency fluctuations

Discretionary component? No

Repriced/exchanged underwater options last FY?

No

*Includes awards made to NEOs S&P 500 Blank

Blank14

Analysis

Evaluation Component Level of Concern

Non-Performance-Based Pay Elements Medium

Peer Group Benchmarking Low

Severance/CIC Arrangements Low

Compensation Committee Communication & Responsiveness Low

Pay for Performance Evaluation Medium



ISS recommends that shareholders vote in favor of this proposal as, at this time, there appears to be reasonable alignment between pay and performance. While ISS notes certain concerns regarding the CEO's increased equity award target, on balance support for this proposal is warranted given that the CEO's pay decreased last year (and is below the peer median) due to no payout under the annual incentive program, consistent with poor company performance and equity incentives are substantially performance-based. The performance conditions under the new incentive structure appear appropriate in light of the needed emphasis in improving TSR performance, in tandem with sustained stock price performance, with cut-back on award opportunities if the company fails to achieve these goals. Shareholders should continue to monitor the efficacy of this new plan design. At this time, the CEO's realizable pay with respect to the prior three years' compensation is considerably less than grant value. Shareholders should note that the company provided a tax equalization payment to one NEO that relocated to the United Kingdom. Short-term Incentives

PAY FOR PERFORMANCE ANALYSIS

ISS' initial quantitative screen indicates a medium concern with respect to CEO pay and company performance relative to ISS' derived peer group of companies of similar sector and size. Specifically, CEO pay has somewhat outranked company performance on a one- and three-year basis relative to peers. ISS' subsequent holistic qualitative review of the company's compensation programs and practices indicates the following:

CEO's pay reduced amid poor company performance

The company's financial performance continues to struggle in 2012, with decreases in net income, EBITDA, EPS, ROE and ROA. Further, TSR performance is dismal, negative on a one-, three- and five-year basis and significantly underperforming the company's four-digit GICS peers and the S&P 500 Index.

In light of this, it is reasonable that CEO pay has declined in 2012. CEO total pay in 2012 was approximately $7.85 million, which represents a 14.1% reduction from 2011 and is below (0.76 times) the median of CEO peers in ISS' derived peer group. The reduction in pay is largely attributable to the fact that the company did not award any annual cash incentive award to the CEO after the compensation committee exercised negative discretion to reduce the award to zero. Annual incentive awards to other NEOs were made significantly below target. ISS further notes that, as shown in the chart on page 7, the realizable value of the CEO's compensation as of the end of fiscal 2012, of compensation paid or granted to the CEO during fiscal years 2010 through 2012, is approximately 31% lower than its grant-date value, due to decline in the value of time- and performance-based equity that was either earned or realizable at the end of the period. This trend is aligned with the company's stock performance.

While overall pay has decreased, shareholders should note that the CEO's equity awards increased in 2012, although with a greater proportion of performance-based vehicles. However, the overall reduction in CEO pay indicates reasonable alignment with the company's poor performance for the year in review.

NEOs' annual incentives paid below target; CEO did not receive annual incentive award

The CEO's annual incentive award is targeted at 150% of base salary, which is in line with the median target level of CEOs in ISS' derived peer group. The award is based 70% on corporate financial performance of revenue and operating income, and 30% is based on strategic performance objectives of new revenue realized and global customer database development. Actual performance was below the threshold level with respect to corporate financial goals, and below target for strategic goals, resulting in an overall payout of 24% of the target award opportunities for the NEOs. Notably, the compensation committee exercised negative discretion to reduce the CEO's award to zero.

The annual incentive program appears to have a sufficient link to performance at this time. The goals are substantially related to pre-determined, objective goals and ISS notes that the disclosure regarding the goals and achievement is transparent and robust. The significantly below-target awards for NEOs other than the CEO appear reasonably aligned with the company's financial and TSR performance in 2012. Further, the committee's discretionary reduction of the CEO's annual incentive is manifest of its commitment to pay-for-performance alignment.



CEO's long-term equity incentive target increased, although with greater proportion of performance-based awards

The CEO's equity awards in 2012 consisted of (i) time-based stock options that vest ratably over four years, and (ii) performance-based RSUs that vest based on the achievement of certain performance conditions as measured over a two-year performance period. The performance units represented 57% of the CEO's 2012 equity awards (in terms of grant value), which is a slight improvement from 51% in 2011. ISS notes that the two-year performance period is relatively short (three or four year periods are seen at many other companies), and a longer performance period would ensure that rewards relate to sustained long-term performance.

Up to 300% of the target award can be earned depending on performance achievement. New in 2012, the performance RSUs are further subject to payout modifiers that limit the number of units that vest based on the company's TSR and stock price performance over the three-year performance period. The maximum payout will be capped at 200% of target if the company's TSR performance does not at least equal the TSR performance of the S&P 500 Index over the same period (presumably this refers to the Index's median TSR, although this is not clear).

The award is capped at 150% of target if the company's stock price at the end of the three-year period is less than the stock price at the beginning of the 3-year period. While the incorporation of a TSR performance modifier may better align equity rewards with the returns experienced by shareholders, the effectiveness of these caps is diminished by the fact that they allow for above-target awards even when the company's TSR is poor relative to peers and on an absolute basis. The increasing target and grant value of the CEO's equity awards raises concerns in light of negative short and long-term shareholder returns, but the focus on TSR improvement and sustained stock price performance appears appropriate at this time.

Relocation Payments and Gross-Ups

The company provided relocation payments and associated tax gross-ups to four NEOs in 2012. For NEO Agrawal, this included a foreign tax equalization payment of $451,800 in connection with his relocation from Colorado to the United Kingdom, which is high considering the amount exceeds Agrawal's 2012 base salary. Such payments are not performance-based and provide little additional value to shareholders. The company does not disclose a specific tax equalization policy or whether such tax equalization payments to Agrawal or other NEOs are expected to be made in future years. While this appears to be an isolated instance, ISS cautions that excessive gross-up or equalization payments may warrant an adverse voting recommendation in the future.

CONCLUSION

ISS finds reasonable alignment between pay and performance at this time, despite noted concerns, as CEO pay has decreased consistent with a period of sustained poor company performance. Accordingly, a vote in favor of this proposal is warranted.



Item 6. Ratify Auditors FOR

VOTE RECOMMENDATION

A vote FOR this proposal to ratify the company's auditor is warranted.


Policies: Auditor Ratification


Discussion

The board recommends that Ernst & Young LLP be approved as the company's independent accounting firm for the coming year.

Accountants Ernst & Young LLP

Auditor Tenure 33 years

Audit Fees $5,500,000

Audit-Related Fees $300,000

Tax Compliance/Preparation* $0

Other Fees $600,000

Percentage of total fees attributable to non-audit ("other") fees 9.38 %

*Only includes tax compliance/tax return preparation fees. If the proxy disclosure does not indicate the nature of the tax services and provides the fees associated with tax compliance/preparation, those fees will be categorized as "Other Fees."

Note that the auditor's report contained in the annual report is unqualified, meaning that in the opinion of the auditor, the company's financial statements are fairly presented in accordance with generally accepted accounting principles.

Analysis

This request to ratify the auditor does not raise any exceptional issues, as the auditor is independent, non-audit fees are reasonable relative to audit and audit-related fees, and there is no reason to believe the auditor has rendered an inaccurate opinion or engaged in poor accounting practices.




Item 7. Provide Right to Call Special Meeting FOR

VOTE RECOMMENDATION

Currently, the company does not provide shareholders with the ability to call special meetings. Hence, a vote FOR this proposal is warranted as it represents an enhancement to shareholders' rights.

Vote Requirement: Majority of shares outstanding (abstentions and broker non-votes count against)

Discussion

PROPOSAL

The board seeks shareholder approval to amend the company's certificate of incorporation to add right permitting shareholders who have held at least a 20 percent “net long position” in the company's shares for at least one year to call a special meeting of stockholders. Currently, shareholders do not have the right to call special shareholder meetings.

BYLAW LANGUAGE

Upon adoption of this item, the board intends to amend the bylaws to specify the procedures and information that would be required for stockholders to call a special meeting. For example, a stockholder who wishes to call a special meeting must first deliver to the company a written request to call a special meeting and information concerning both the requesting stockholder and the business proposed to be brought before the special meeting, similar in some respects to the information currently required by the bylaws with respect to presenting stockholder business at annual meetings. The board would have the right to submit its own proposal or proposals for consideration at the special meeting.

The proposed amendments to the bylaws also contain various exceptions and timing mechanisms. The secretary of the company will not be required to honor a shareholder request to call a special meeting under certain circumstances, including if:

the valid meeting request is received during the period beginning 90 days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the earlier of: 1) the date of the next annual meeting and 30 days after the first anniversary of the date of the immediately preceding annual meeting; or

the special meeting request contains an identical or substantially similar item to an item that was presented at any meeting of stockholders held not more than 120 days before the date on which a valid request is received by the secretary. For purposes of this clause, the election of directors will be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors.

the board calls an annual meeting or special meeting at which a "Similar Item" is to be presented pursuant to the notice of such meeting, in either case to be held not later than 60 days after receipt of the meeting request by the secretary.

BOARD'S RATIONALE

The board believes that the ability of stockholders to call special meetings is increasingly considered an important aspect of good corporate governance. The board states that it is strongly committed to good corporate governance and supports the practice of permitting stockholders to request special meetings, provided that the meeting is called by stockholders owning a significant percentage of the shares of the company. In the board's opinion, special meetings should only be called to consider extraordinary events that are of interest to a broad base of stockholders and that cannot be delayed until the next annual meeting. The board feels that the 20 percent ownership threshold to request a special meeting strikes a reasonable balance between enhancing stockholder rights and protecting against the risk that a small minority of stockholders could use this right in a disruptive, expensive manner. Further, the board believes that only investors with a true economic and non-transitory interest in the company should be entitled to utilize the special meeting mechanism.



Analysis

Most state corporation statutes allow shareholders to call a special meeting when they want to take action on certain matters that arise between regularly scheduled annual meetings. Most often, this right applies only if a shareholder or group of shareholders owns a specified percentage of the outstanding shares. The percentage of votes required to cause the company to call the meeting depends on the state statute, as does the company's ability to limit or deny a shareholders' right to call a special meeting altogether. Notably, Delaware, home to more than half of all U.S. publicly traded corporations, does not have a specific statute that grants this right, though it does allow companies to opt in to the statute.

Commonly, companies will set a threshold to call special meetings at 10 percent of outstanding common stock. According to an ISS analysis of Russell 3000 companies, 48 percent of such companies allow shareholders to call special meetings as of March 26, 2012. The breakdown of such companies is as follows:

Percent Threshold (%) Percent of Selected Population

10 13.2

11 – 24 1.3

25 – 49 10.4

Majority+ 19.2

In terms of day-to-day governance, shareholders may lack an important right, the ability to remove directors or initiate a shareholder resolution without having to wait for the next scheduled meeting, if they are unable to act at a special meeting of their calling. Shareholders could also be powerless to respond to a beneficial offer if the bidder cannot call a special meeting. The inability to call a special meeting and the resulting insulation of management could adversely affect corporate performance and shareholder returns.

OWNERSHIP STRUCTURE

The proposed threshold is set at 20 percent of the outstanding shares. The top five beneficial shareholders are as follows:

Ownership - Common Stock Number of Shares % of Class

The Vanguard Group, Inc. 35,834,260 6.30

Wellington Management Co. LLP 25,215,441 4.43

MFS Investment Management, Inc. 24,477,020 4.30

SSgA Funds Management, Inc. 24,197,078 4.25

BlackRock Fund Advisors 23,673,904 4.16

As highlighted in the table above, there is no one shareholder that could unilaterally call a special meeting under the proposed threshold. ISS notes that no fewer than five shareholders acting in concert could act to request a special meeting of shareholders.

RESTRICTIVE LANGUAGE

ISS analyzes both the proposed amendment and the provisionally approved bylaw provisions to ensure that there are no overly restrictive provisions that could hinder or negate the right to call special meetings provided to shareholders. Such provisions would include restrictions on shareholders' ability to call a special meeting to act on business that was addressed at the previous shareholder meeting. ISS believes that such provisions inhibit the special meeting right, and may recommend that shareholders vote against proposals that have such restrictive language in the company's bylaws.

In this case, the proposed amendment would impose limitations on shareholders' ability to call special meetings beyond the ownership threshold. Specifically, shareholders would be unable to request a special meeting during the period beginning 90 days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the earlier of: 1) the date of the next annual meeting; and 2) 30 days after the first anniversary of the date of the immediately preceding annual meeting. In addition, a special meeting request may



not cover "similar business" to what was covered at a shareholder meeting held not more than 120 days prior to the corporate secretary's receipt of the meeting request. Further, a special meeting would not be granted if similar business is to be covered at a shareholder meeting called by the board to be held within 60 days after the corporate secretary's receipt of a meeting request. Note that items involving the nomination or removal of directors would be considered "similar business".

ISS notes that the right to call a special meeting is seldom exercised in the U.S. market and is generally used in situations that warrant the immediate attention of all shareholders. The provisions described above would limit shareholders' ability to call special meetings. That being said, we note that the restrictive bylaw language would not prevent entirely shareholders' ability to call special meetings and propose any reasonable business during the period of time directly between regularly-scheduled annual shareholder meetings. Furthermore, we note that the company does not have a shareholder right to call special meetings, so the proposed right, while not unfettered, would enhance investor rights.

CONCLUSION

On balance, the proposed amendment represents an improvement in the company's governance structure. As such, support for this proposal is warranted.

Item 8. Require Consistency with Corporate Values and Report on Political Contributions AGAINST

VOTE RECOMMENDATION

A vote AGAINST this resolution is warranted because implementation would require the adoption of a specific policy requiring consistency between company values and its political and electioneering-related contributions, and is therefore overly prescriptive. The company, and its PAC, should be afforded the flexibility to make contributions that may require the consideration of a number of factors and competing priorities.


Discussion

In Brief: This resolution is part of the first generation of proposals focused on political contributions and consistency with corporate values advanced by NorthStar Asset Management (NorthStar). The proponent is particularly concerned with climate change/greenhouse gas emissions immigration issues, and gay rights issues, such as protection from discrimination and equal marriage rights. In addition to The Western Union Company (Western Union), NorthStar has submitted similar proposals at six other companies.

PROPOSAL

NorthStar Asset Management, beneficial owner of more than $2,000 worth of shares of the company's common stock, has submitted a precatory proposal requesting the adoption of a policy requiring consistency between the company's values, as expressed through its policies, and the company's political spending, as well as quarterly reports on political spending.

The proposal specifically requests:

"Resolved: Shareholders request that the Board of Directors create and implement a policy requiring consistent incorporation of corporate values as defined by Western Union’s stated policies (including Our Values, Corporate Citizenship, Corporate Governance and especially Our Code of Conduct) into Company and WUPAC political and electioneering contribution decisions, and to report to shareholders at reasonable expense and excluding confidential information on a quarterly basis, listing any electioneering or political contribution expenditures during the prior quarter, identifying any contributions that raised an issue of incongruency with corporate values, and stating the justification for any such exceptions."



PROPONENT'S STATEMENT

NorthStar argues in its supporting statement that the company should establish policies to reduce potential reputational and brand risk resulting from political spending missteps. The proponent notes that, although Western Union says that it is committed to creating a workplace environment of diversity and mutual trust, the company's political action committee (WUPAC) contributed to politicians that signed a legal brief in support of Arizona's immigration law. In addition, the filer notes that many of the WUPAC's contributions are incongruent with the company's business interests, including the contributions to candidates that opposed the Dream Act and those that have a "sealed-border stance." Lastly, the proponent says that the company's actions that challenge immigration, even through ill-considered political contributions, may negatively impact the company's image and damage shareholder value, especially since the company serves many of the financial needs of immigrant populations.

BOARD'S STATEMENT

In its opposing response, the board states that the company has policies regarding political activities and contributions in its Code of Conduct, and that historically the company has given an "extremely limited" amount in political contributions; totals of $13,700, $32,000, and $18,700 in 2012, 2011, and 2010, respectively. In addition, the board argues that creating the requested report is not necessary because "significant disclosure regarding its political activities and related policies is already publicly available," and that additional disclosure would cause unnecessary work with no benefits to shareholders given the small amount of the company's contributions. The company notes that a report that "identifies 'issue[s] of incongruency' is misguided, too indefinite in its scope to implement," and is not in the company's best interests. Western Union notes that, while the company strives to make contributions that are consistent with its corporate values, candidates may be supportive of the company's values, but may also hold one or more positions with which the company may not agree. Lastly, the board says that, because issues and positions shift rapidly, the company believes that it is important for it to maintain the flexibility to respond to issues that are in the best interest of the company and its stockholders.

BACKGROUND AND RELATED SHAREHOLDER ACTIVISM

For additional information on political contributions, click here.

In addition to the resolution currently pending at Western Union, NorthStar submitted similar resolutions at Praxair, Ecolab, Chubb, Intel, Johnson & Johnson, and EMC. This proposal replaces NorthStar's 2011 and 2012 proposal, submitted at many of the same companies, which requested an annual proxy advisory vote on each company's political contributions policies and planned electioneering expenditures for the next year. NorthStar's campaign was spawned by a controversy prominent in the 2011 proxy season, when Minnesota corporations with liberal employment policies donated to an organization that supported an anti gay rights candidate for governor in 2010.

Analysis

WESTERN UNION AND POLITICAL CONTRIBUTIONS

Western Union's Code of Conduct outlines its policies and procedures for its political and lobbying activities. With respect to political contributions, the company says:

"General Counsel's Office permission is needed before we may make political contributions on behalf of Western Union. This includes fund-raising events such as dinners, picnics, etc. Every jurisdiction has laws restricting such payments that vary tremendously, which highlights the need to have the General Counsel's Office determine in advance whether a contribution is permissible. Under United States federal law, Western Union is prohibited from reimbursing employee contributions, or making or providing contributions, payments, loans, gifts, services, facilities or other items of value to federal campaigns."

In addition, the Corporate Governance and Public Policy Committee has board level oversight responsibility over the company's public policy activities. The committee is in charge of, "Review[ing] and advis[ing] the Board of

http://www.sec.gov/Archives/edgar/data/1365135/000136513513000022/defproxy.htm#s9E2CDF2B486B833221B3AE71FBEDD7D7

http://www.sec.gov/Archives/edgar/data/1365135/000136513513000022/defproxy.htm#s9E2CDF2B486B833221B3AE71FBEDD7D7

http://graphics.issproxy.com/ESG/Political_Contributions.pdf

http://ir.westernunion.com/files/doc_downloads/Governance%20docs/CodeOfConduct_English.pdf

http://ir.westernunion.com/files/doc_downloads/Governance%20docs/Corporate%20Governance%20Committee%20Charter%2007-20-12%281%29.pdf



Directors regarding matters of public policy and social responsibility which are relevant to the Company or the industries in which the Company operates, including without limitation trends, policies and regulatory developments relating to immigration and charitable giving activities."

CONCLUSION

NorthStar is requesting that Western Union adopt a policy requiring consistency between the company's values, as expressed through its policies, and company political contributions (including those made by WUPAC), as well as quarterly reports on political spending, which would include a rationale for contributions inconsistent with the company's values. Western Union argues that such reports would not be in the best interest of its shareholders because it is important for the company to contribute to candidates and organizations that support its public policy priorities, but it is not always possible to have all of a candidate's or organization's values align with that of the company.

Western Union could provide additional information about its political contribution activities and related oversight. Such disclosures benefit shareholders by enabling them to assess a company's contribution practices and management of related risks and opportunities. In addition, a company should have appropriate oversight over its political activity in order to ensure that its contributions serve to further the interests of its business and enhance or protect shareholder value. However, this proposal requests that the company adopt a policy requiring consistency between company values and its political and electioneering-related contributions. As such, this requirement is overly prescriptive, as the company, and its PAC, should be afforded the flexibility to make contributions that may require the consideration of a number of factors and competing priorities. Therefore, this proposal does not warrant shareholder support.



Equity Ownership Profile Type Votes per share Issued Common Stock 1.00 559,345,871

Ownership - Common Stock Number of Shares % of Class The Vanguard Group, Inc. 35,834,260 6.30 Wellington Management Co. LLP 25,215,441 4.43 MFS Investment Management, Inc. 24,477,020 4.30 SSgA Funds Management, Inc. 24,197,078 4.25 BlackRock Fund Advisors 23,673,904 4.16 Artisan Partners LP 19,487,325 3.43 Fidelity Management & Research Co. 19,487,364 3.43 Manning & Napier Advisors LLC 16,938,992 2.98 Chieftain Capital Management, Inc. 15,210,891 2.67 GE Asset Management, Inc. 14,054,359 2.47 Perkins Investment Management LLC 9,115,366 1.60 SunAmerica Asset Management Corp. 8,163,634 1.44 Northern Trust Investments 7,988,455 1.41 Mellon Capital Management Corp. 7,656,066 1.35 Cooke & Bieler LP 6,711,334 1.18 Cornerstone Capital Management LLC 6,357,260 1.12 T. Rowe Price Associates, Inc. 6,302,093 1.11 Burgundy Asset Management Ltd. 6,102,603 1.07 Norges Bank Investment Management 4,967,251 0.87 UBS O'Connor LLC 4,941,332 0.87 © 2013 Factset Research Systems, Inc. All Rights Reserved. As of: 31 Mar 2013

Additional Information

Meeting Location 505 Fifth Avenue, 7th Floor New York, NY 10017

Meeting Time 8:00 a.m. (Eastern)

Shareholder Proposal Deadline December 18, 2013

Solicitor Mackenzie Partners, Inc.

Security IDs 959802109(CUSIP)



ISS’ experienced research team provides comprehensive proxy analyses and complete vote recommendations for more than 40,000 meetings in over 115 markets worldwide. With a team of more than 165 analysts and 100 data professionals, fluent in 25 languages, ISS covers every holding within a client’s portfolio in both developed and emerging markets.

Our Research Analysts are located in financial centers worldwide, offering local insight and global breadth. Research office locations include Brussels, London, Manila, Sydney, Paris, Singapore, Tokyo, Toronto, and Rockville, Maryland.

ISS has long been committed to engagement and transparency. There are several long-established channels for engaging with ISS, outlined at http://www.issgovernance.com/policy/EngagingWithISS. In addition to these long-established channels, investors and issuers and other market constituents can submit comments, concerns and feedback to the ISS Feedback Review Board through www.issgovernance.com/frb.

This issuer may have purchased self-assessment tools and publications from ISS Corporate Services, Inc. ("ICS"), a wholly-owned subsidiary of Institutional Shareholder Services Inc. ("ISS"), or ICS may have provided advisory or analytical services to the issuer in connection with the proxies described in this report. These tools and services may have utilized preliminary peer groups generated by ISS’ institutional research group. No employee of ICS played a role in the preparation of this report. If you are an ISS institutional client, you may inquire about any issuer's use of products and services from ICS by emailing [email protected].

Research Recommendations and Electronic Voting Ltd. ("RREV") is a wholly-owned subsidiary of ISS. ISS is a US corporation (with limited liability protection) incorporated in the State of Delaware. All RREV research and vote recommendations are based on the corporate governance policy guidelines of the National Association of Pension Funds ("NAPF"). The NAPF is a UK company limited by guarantee, supported by membership subscriptions and has no shareholders.

This proxy analysis and vote recommendation has not been submitted to, nor received approval from, the United States Securities and Exchange Commission or any other regulatory body. While ISS exercised due care in compiling this analysis, it makes no warranty, express or implied, regarding the accuracy, completeness or usefulness of this information and assumes no liability with respect to the consequences of relying on this information for investment or other purposes. In particular, the research and voting recommendations provided are not intended to constitute an offer, solicitation or advice to buy or sell securities nor are they intended to solicit votes or proxies.

ISS is an indirect wholly-owned subsidiary of MSCI Inc. ("MSCI"). MSCI, ISS, CFRA, QuickScore, and other MSCI brands and product names are the trademarks, registered trademarks, or service marks of MSCI or its subsidiaries in the United States and other jurisdictions. MSCI is a publicly traded company on the NYSE (Ticker: MSCI). As such, MSCI is not generally aware of whom its stockholders are at any given point in time. ISS has, however, established policies and procedures to restrict the involvement of any of MSCI's non-employee stockholders, their affiliates and board members in the content of ISS' analyses and vote recommendations. Neither MSCI's non-employee stockholders nor their affiliates nor MSCI's non-management board members are informed of the contents of any of ISS' analyses or recommendations prior to their publication or dissemination.

The issuer that is the subject of this proxy analysis may be a client of ISS, ICS, or another MSCI subsidiary, or the parent of, or affiliated with, a client of ISS, ICS, or another MSCI subsidiary.

One or more of the proponents of a shareholder proposal at an upcoming meeting may be a client of ISS, ICS, or another MSCI subsidiary, or the parent of, or affiliated with, a client of ISS, ICS, or another MSCI subsidiary. None of the sponsors of any shareholder proposal(s) played a role in preparing this report.

ISS may in some circumstances afford issuers, whether or not they are clients of ICS or any other MSCI subsidiary, the right to review draft research analyses so that factual inaccuracies may be corrected before the report and recommendations are finalized. Control of research analyses and voting recommendations remains, at all times, with ISS.

ISS makes its proxy voting policy formation process and summary proxy voting policies readily available to issuers, investors and others on its public website: http://www.issgovernance.com/policy.

http://www.issgovernance.com/policy/EngagingWithISS

http://www.issgovernance.com/frb


http://www.issgovernance.com/policy

ISS PROXY ADVISORY SERVICES The Western Union Company · Trujillo is a director of Target Corp.,...

Documents

Transcript of ISS PROXY ADVISORY SERVICES The Western Union Company · Trujillo is a director of Target Corp.,...