0001365135falseWestern Union CO00013651352020-03-242020-03-24

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

Date of Report (Date of earliest event reported): March 24, 2020

THE WESTERN UNION COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-32903

20-4531180

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

7001 East Belleview Avenue

Denver, CO

80237

(Address of principal executive offices)

(Zip Code)

(866) 405-5012

(Registrant’s telephone number, including area code)

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, 00013651352020-03-242020-03-24

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

Date of Report (Date of earliest event reported): March 24, 2020

THE WESTERN UNION COMPANY

(Exact name of registrant as specified in its charter)

Delaware

001-32903

20-4531180

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

7001 East Belleview Avenue

Denver, CO

80237

(Address of principal executive offices)

(Zip Code)

(866) 405-5012

(Registrant’s telephone number, including area code)

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

WU

The New York Stock Exchange

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).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

WU

The New York Stock Exchange

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).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

wu_March2020_PR

 

Picture 1

 

Timothy P. Murphy Appointed to Western Union Board of Directors 

 

DENVER,  March 24, 2020 – The Western Union Company (NYSE: WU), a leader in cross-border, cross-currency money movement and payments,  today announced that Timothy P. Murphy has been appointed to the Company’s Board of Directors, effective March 24, 2020. 

 

Mr. Murphy will also serve on the Compliance Committee of the Board.

 

A recognized leader in the global law enforcement, cyber, intelligence and business communities, Mr. Murphy has a wealth of experience in both the private and public sectors. He currently serves as President and Chief Executive Officer of Consortium Networks, a cybersecurity intelligence, collaboration and consulting organization. Prior to his move to Consortium, he held the position of President, Thomson Reuters Special Services (TRSS), a wholly owned subsidiary of Thomson Reuters, from 2015-2019. TRSS provides management consultancy services to help customers with intelligence collection and analysis, network analysis, insider threat and global risk management solutions. Mr. Murphy currently serves as Chairman of the TRSS Board.

 

Previously, Mr. Murphy spent 23 years in the Federal Bureau of Investigation, rising to the position of Deputy Director, a position he held upon his retirement from the Bureau in 2011. During his tenure, Mr. Murphy held a number of operational positions in a variety of field offices nationwide, investigating matters from counterterrorism to cyber and organized crime, as well as serving as the Bureau’s Chief Financial Officer and Chief Operating Officer. 

 

“Tim is a renowned expert on global cyber, counterterrorism, intelligence, criminal and security issues,”  said Hikmet Ersek,  President and CEO of Western Union. “The Board and I are looking forward to working with Tim as we continue to enhance and sustain an effective, global compliance program across 200 countries and territories, which is unique and makes us very competitive in cross-border money movement.

 

The Company simultaneously announced that Board member Frances Fragos Townsend has declined to stand for re-election at the Company’s 2020 Annual Meeting of Stockholders. Ms. Fragos Townsend was appointed to the Board in August 2013 and has served on the Corporate Governance and Public Policy Committee and as Compliance Committee Chair.  

 

During her tenure as Compliance Committee Chair,  Ms. Fragos Townsend led the Board’s oversight of the Company’s response to enforcement actions by the Arizona Office of the Attorney General, the U.S. Department of Justice (DOJ) and the Federal Trade Commission. In June 2017, Western Union announced, alongside the Arizona Attorney General, that it had successfully completed a monitorship along the Southwest Border of the U.S, and on March 9, 2020, a U.S. federal court entered an order marking the formal conclusion of the Company’s Deferred Prosecution Agreement with the Department of Justice, by which the charges against Western Union were dismissed with prejudice.  

 

 

 

 

“The Board and I owe a depth of gratitude to Frances for her excellent support and governance over the past 6+ years,” said Hikmet Ersek. “During this time, Frances has helped us transform our Compliance organization into a competitive asset. Today, we can be proud of our exemplary compliance program operating in an ever-changing, complex regulatory environment, and I  look forward to continuing this work with Tim.”

 

Further, Board member Roberto G. Mendoza will retire from the Board effective at the Annual Meeting because he has reached the Board’s mandatory retirement age, as set forth in the Company’s Corporate Governance Guidelines.

 

“The Board and I thank Roberto for his more than 13 years of dedicated service on the Board and its various committees,” said Hikmet Ersek. “Roberto contributed substantial financial, capital markets, corporate governance, and operational expertise and provided the Board with global perspective based on his international business experience and service on a variety of public company boards.”

 

 

# # #

 

About Western Union

The Western Union Company (NYSE: WU) is a global leader in cross-border, cross-currency money movement and payments. Our omnichannel platform connects the digital and physical worlds and makes it possible for consumers and businesses to send and receive money and make payments with speed, ease, and reliability.  As of December 31, 2019, our network included over 550,000 retail agent locations offering our branded services in more than 200 countries and territories, with the capability to send money to billions of accounts.  Additionally, westernunion.com, our fastest growing channel in 2019, is available in over 70 countries, plus additional territories, to move money around the world.  With our global reach, Western Union moves money for better, connecting family, friends and businesses to enable financial inclusion and support economic growth. For more information, visit www.westernunion.com.

 

 

Media Relations:

Claire Treacy

+1 (720) 332-0652

Claire.Treacy@westernunion.com

 

Investor Relations:

Brad Windbigler

+1 (720) 332-2510

Brad.Windbigler@westernunion.com 

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Document and Entity Information
Mar. 24, 2020
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 24, 2020
Entity File Number 001-32903
Entity Registrant Name Western Union CO
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 20-4531180
Entity Address, Address Line One 7001 East Belleview Avenue
Entity Address, State or Province CO
Entity Address, City or Town Denver
Entity Address, Postal Zip Code 80237
City Area Code 866
Local Phone Number 405-5012
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 Par Value
Trading Symbol WU
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001365135
Amendment Flag false