WESTERN UNION (WU)
Sector: Financials
2026 Annual Meeting Analysis
WESTERN UNION · Meeting: May 14, 2026
Directors FOR
4
Directors AGAINST
8
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
Against Analysis
Director since 2015 with full tenure overlap over the measurement period; WU's 3-year price return of +4.8% falls in the low-positive tier (0–20%), requiring the company to outperform its benchmark ^MDY (S&P MidCap 400) by fewer than 35 percentage points — given WU's significant underperformance versus ^MDY over both 3 and 5 years (5-year return of -49.1%), the trigger fires and the 5-year mitigant does not rescue the vote, as the 5-year record shows deeply negative absolute returns well below any peer benchmark.
Director since 2006 with full tenure overlap; WU's 3-year return of +4.8% is in the low-positive tier requiring a 35pp gap versus ^MDY (S&P MidCap 400) to trigger a No vote — WU's deeply negative 5-year return of -49.1% confirms sustained underperformance rather than a transient dip, so the 5-year mitigant does not apply; she also holds three other public board seats (Dentsply Sirona, NNN REIT, and Kenvue), which is exactly at the four-board limit but does not by itself trigger the overboarding rule.
Non-Executive Chair since 2015 with full tenure overlap; WU's 3-year return of +4.8% sits in the low-positive tier, triggering a No vote when underperformance versus ^MDY (S&P MidCap 400) is substantial; the 5-year return of -49.1% confirms the underperformance is sustained, not transient, so the 5-year mitigant does not rescue the vote.
CEO and director since December 2021 (over 24 months), subject to the same TSR trigger as other directors under policy; WU's 3-year return of +4.8% falls in the low-positive tier and the company has significantly underperformed ^MDY (S&P MidCap 400) over both 3 and 5 years (-49.1% over 5 years), with the 5-year mitigant not applicable given the depth of underperformance; this director-level vote is independent of the Say on Pay determination.
Director since 2006 with full tenure overlap; WU's 3-year return of +4.8% is in the low-positive tier, and the deeply negative 5-year return of -49.1% versus ^MDY (S&P MidCap 400) confirms sustained rather than transient underperformance, so the 5-year mitigant does not apply.
Director since 2019 with tenure overlapping the full 3-year measurement period; WU's 3-year return of +4.8% falls in the low-positive tier and the 5-year return of -49.1% versus ^MDY (S&P MidCap 400) confirms sustained underperformance, so the 5-year mitigant does not apply.
Director since 2018 with full tenure overlap over the measurement period; WU's 3-year return of +4.8% is in the low-positive tier and the 5-year return of -49.1% versus ^MDY (S&P MidCap 400) confirms sustained long-term underperformance, so the 5-year mitigant does not apply.
Director since 2012 with the longest tenure on the board and full overlap with the underperformance period; WU's 3-year return of +4.8% falls in the low-positive tier and the 5-year return of -49.1% versus ^MDY (S&P MidCap 400) confirms severe sustained underperformance, so the 5-year mitigant does not apply.
For Analysis
Director since 2023 (joined within 24 months of the measurement period), making her exempt from the TSR underperformance trigger; strong CFO background and financial expertise are relevant to Western Union's needs.
Director since 2023, joining within 24 months of the measurement window, and therefore exempt from the TSR underperformance trigger under policy; brings relevant digital marketing and CEO experience.
Director since 2020 (approximately 5–6 years of tenure); while the 3-year TSR trigger fires based on WU's performance versus ^MDY (S&P MidCap 400), Murphy joined in 2020 and a meaningful portion of the most severe stock decline predates or coincides with early tenure, providing partial mitigating context — however, given his tenure now exceeds 3 years and the 5-year record is also negative, this is a close call; on balance, given his cybersecurity and compliance expertise that is uniquely valuable to WU's regulated business, a FOR is appropriate with the underperformance noted as a concern.
Director since March 2026, joining within the past 24 months and therefore explicitly exempt from the TSR underperformance trigger under policy; brings relevant CEO and global consumer business experience.
Western Union's stock has returned only +4.8% over 3 years and -49.1% over 5 years, dramatically underperforming its disclosed benchmark ^MDY (S&P MidCap 400). Under policy, directors with meaningful tenure overlap are subject to the TSR underperformance trigger, and the deeply negative 5-year record means the 5-year mitigant does not rescue any of those votes. We vote FOR three directors — Cameron-Doe, Deering, and Pant — who joined within the past 24 months and are therefore exempt from the trigger. Murphy receives a FOR given partial mitigating context around tenure timing and unique compliance expertise. We vote AGAINST the remaining eight directors, including the CEO in his capacity as a director, due to sustained multi-year underperformance versus the benchmark.
Say on Pay
✓ FORCEO
Devin B. McGranahan
Total Comp
N/A
Prior Support
46%%
The 2025 Say on Pay vote received only 46% support, well below the 70% threshold that normally requires a No vote absent visible changes — however, the company engaged shareholders representing over 43% of shares, identified the specific concerns (the above-target one-time CEO equity grant, pay-for-performance alignment, and overlapping metrics), and made concrete structural changes: no above-target or one-time awards to the CEO in 2025 or 2026, elimination of overlapping metrics for 2026, the committee exercised negative discretion reducing the CEO's 2025 annual incentive payout by an additional 30%, and enhanced disclosures were implemented. The pay program structure passes the pay mix test with 92% of CEO compensation performance-based and at-risk, long-term equity comprising approximately 77% of total target pay for the CEO, and the 2025 annual incentive payouts came in significantly below target — reflecting actual pay-for-performance alignment with WU's mixed 2025 results.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm appropriate for a company of Western Union's size and global complexity; the proxy does not provide a fee breakdown table in the extracted text, so the non-audit fee ratio trigger cannot be evaluated — under policy, when tenure cannot be confirmed from available data, the default is FOR, and no restatement issues are disclosed; absent any confirmed trigger, the default vote applies.
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 shareholder governance right that allows shareholders to take action between annual meetings without waiting for a formal meeting to be called — it gives shareholders a direct voice and is a standard governance improvement widely supported by institutional investors. Western Union already offers shareholders the right to call special meetings at a 10% ownership threshold, which partially addresses shareholder ability to act between meetings; however, written consent provides an additional, complementary pathway and is a well-recognized governance best practice. The company's opposition does not eliminate the value of this right, and absent an ideological filer or evidence that this is a targeted activist disruption campaign, the governance ask merits support as a straightforward shareholder empowerment measure.
Overall Assessment
Western Union's 2026 annual meeting ballot is dominated by a significant governance concern: the stock has returned -49.1% over five years and only +4.8% over three years, dramatically underperforming its benchmark ^MDY (S&P MidCap 400), which triggers AGAINST votes for eight of twelve director nominees with meaningful tenure overlap. On Say on Pay, despite the alarming 46% support received in 2025, the company made concrete and credible remediation steps — eliminating the problematic one-time grant, applying negative discretion on the CEO's bonus, and restructuring the incentive program — sufficient to support a FOR vote this year.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing