UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

THE WESTERN UNION COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

THE WESTERN UNION COMPANY
7001 E. Belleview Avenue
Denver, Colorado 80237

March 28, 2023

DEAR STOCKHOLDER:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of The Western Union Company (the “Company”), to be held at 8:00 a.m., local time, on Friday, May 12, 2023, at the Company’s headquarters located at 7001 E. Belleview Avenue, Denver, Colorado 80237. The registration desk will open at 7:30 a.m.

The attached notice and Proxy Statement contain details of the business to be conducted at the Annual Meeting. In addition, the Company’s 2022 Annual Report, which is being made available to you along with the Proxy Statement, contains information about the Company and its performance. Directors and certain officers of the Company will be present at the Annual Meeting.

Your vote is important! Whether or not you plan to attend the Annual Meeting, please read the Proxy Statement and then vote at your earliest convenience by telephone, Internet, tablet or smartphone, or request a proxy card to complete, sign, date and return by mail. Using the telephone, Internet, tablet or smartphone voting systems, or mailing your completed proxy card, will not prevent you from voting in person at the Annual Meeting if you are a stockholder of record and wish to do so.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the Company.

Regards,

Devin B. McGranahan
President, Chief Executive Officer and Director

YOUR VOTE IS IMPORTANT!

PLEASE PROMPTLY VOTE BY TELEPHONE, INTERNET, TABLET OR SMARTPHONE, OR REQUEST A PROXY CARD TO COMPLETE, SIGN, DATE AND RETURN BY MAIL SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND SO THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. YOUR PROMPT ACTION WILL AID THE COMPANY IN REDUCING THE EXPENSE OF PROXY SOLICITATION.

THE WESTERN UNION COMPANY
7001 E. BELLEVIEW AVENUE
DENVER, COLORADO 80237
(866) 405-5012

NOTICE OF 2023 ANNUAL MEETING
OF STOCKHOLDERS

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
	When: May 12, 2023 at 8:00 a.m. Mountain Time			Where: Company Headquarters 7001 E. Belleview Avenue Denver, Colorado 80237		Record Date: March 15, 2023

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement before voting.

ITEMS OF BUSINESS		BOARD’S RECOMMENDATION	FURTHER INFORMATION
1	Election of Directors named in this Proxy Statement to serve as members of the Company’s Board of Directors until the Company’s 2024 Annual Meeting of Stockholders	FOR each director nominee	Page 14
2	Hold an advisory vote to approve executive compensation	FOR	Page 71
3	Hold an advisory vote on the frequency of the vote on executive compensation	FOR one year	Page 73
4	Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for 2023	FOR	Page 74
5	Approve an amendment to the charter to limit liability for certain officers	FOR	Page 76
6	Vote on the stockholder proposal described in the accompanying Proxy Statement, if properly presented at the Annual Meeting	AGAINST	Page 78
7	Transact any other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting

ATTENDING THIS MEETING

All stockholders will be required to show valid, government-issued, photo identification or an employee badge issued by the Company. If you own shares as a stockholder of record (a “Registered Holder”), your name will be compared to the list of registered stockholders to verify your share ownership. If you own shares through a broker, agent, or other nominee (a “Beneficial Holder”), you will need to bring evidence of your share ownership, such as your most recent brokerage account statement or a legal proxy from your broker, agent or other nominee. If you do not have valid picture identification and proof that you own Company shares, you will not be admitted to the Annual Meeting. All packages and bags are subject to inspection. Please note that the registration desk will open at 7:30 a.m. Please arrive in advance of the start of the Annual Meeting to allow time for identity verification.

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

WHO CAN ATTEND AND VOTE

Our stockholders of record on March 15, 2023 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement that may take place. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for ten days prior to the Annual Meeting at our principal executive offices during normal business hours located at 7001 E. Belleview Avenue, Denver, Colorado 80237.

YOUR VOTE IS EXTREMELY IMPORTANT.



TELEPHONE	INTERNET	BY MAIL	BY TABLET OR SMARTPHONE	IN PERSON
Beneficial Holders call toll free at 1-800-454-8683 Registered Holders call toll free at 1-866-883-3382	Beneficial Holders visit www.proxyvote.com Registered Holders visit www.proxypush.com/WU	Request a paper proxy card to complete, sign, date and return	Beneficial Holders vote your shares online with your tablet or smartphone by scanning the QR code above. Registered Holders vote your shares online with your tablet or smartphone by scanning the QR code on your Proxy Card.	Attend the Annual Meeting

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Company’s Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com or www.proxydocs.com/brokers/WU for Beneficial Holders and www.proxydocs.com/WU for Registered Holders. To access such proxy materials, you will need the control/identification numbers provided to you in your Notice of Internet Availability of Proxy Materials or your Proxy Card.

We appreciate your prompt vote. After reading the Proxy Statement, please vote at your earliest convenience, by telephone, Internet, tablet or smartphone, or request a proxy card to complete, sign, date and return by mail. If you decide to attend the Annual Meeting and would prefer to vote in person by ballot, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted.

Please note that all votes cast via telephone, Internet, tablet or smartphone must be cast prior to 11:59 p.m., Eastern Time on Thursday, May 11, 2023. For shares held in The Western Union Company Incentive Savings Plan, direction regarding how to vote such shares must be received by mail on or before Tuesday, May 9, 2023, or by telephone, Internet, tablet or smartphone by 11:59 p.m., Eastern Time, on May 9, 2023.

By Order of the Board of Directors

Darren Dragovich

Secretary

March 28, 2023

Table of Contents

Proxy Summary		i
Proxy Statement		1
The Proxy Process and Stockholder Voting		2
Board of Directors Information		6
Proposal 1–Election of Directors		14
Corporate Governance		15
Summary of Corporate Governance Practices		15
Independence of Directors		16
Board Leadership Structure and Role in Risk Oversight		17
Committees of the Board of Directors		18
Chief Executive Officer Succession Planning		23
Communications with the Board of Directors		23
Board Attendance at Annual Meeting of Stockholders		23
Presiding Director of Non-Management Director Meetings		23
Nomination of Directors		23
Submission of Stockholder Proposals		24
Code of Ethics		24
Compensation of Directors		25
Report of the Audit Committee		28
Compensation and Benefits Committee Report		30
Compensation Discussion and Analysis		31
Executive Summary		31
Establishing and Evaluating Executive Compensation		34
The Western Union 2022 Executive Compensation Program		39

Executive Compensation		51
2022 Summary Compensation Table		51
2022 All Other Compensation Table		52
2022 Grants of Plan-Based Awards Table		53
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table		54
2022 Outstanding Equity Awards at Fiscal Year-End Table		56
2022 Option Exercises and Stock Vested Table		58
2022 Nonqualified Deferred Compensation Table		58
Potential Payments upon Termination or Change-In-Control		59
Payments upon Termination or Change-in-Control Tables		62
Risk Management and Compensation		64

CEO Pay Ratio		65
Pay Versus Performance		66
Proposal 2–Advisory Vote to Approve Executive Compensation		71
Proposal 3–Advisory Vote on the Frequency of the Vote on Executive Compensation		73
Proposal 4–Ratification of Selection of Auditors		74
Proposal 5–Approval of Amendment to the Charter to Limit Liability for Certain Officers		76
Proposal 6–Stockholder Proposal Regarding Stockholder Right to Act by Written Consent		78
Equity Compensation Plan Information		80
Stock Beneficially Owned by Directors, Executive Officers and Our Largest Stockholders		81
Certain Transactions and Other Matters		83
Annex A		A-1
Reconciliation of Non-GAAP Measures		A-1

SEC Form DEF 14A filed by Western Union Company