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WU > SEC Filings for WU > Form 8-K on 17-Dec-2008All Recent SEC Filings

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Form 8-K for WESTERN UNION CO


17-Dec-2008

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Byl


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) and (e)

On December 15, 2008, David G. Barnes resigned from his position of Executive Vice President, Chief Strategy Officer, effective January 2, 2009. Mr. Barnes will remain eligible to receive an annual incentive bonus for the 2008 fiscal year.



Item 5.03. Amendment to Articles of Incorporation or By-laws; Change in Fiscal Year.

On December 11, 2008, the Board of Directors (the "Board") of The Western Union Company (the "Company") approved amendments to Article II, Sections 8 and 9 and Article VIII, Section 7 of the Company's By-laws (the "By-laws").

The amendments to Article II, Sections 8 and 9 of the By-laws expand the information required to be provided by any stockholder who submits a nomination for election to the Board or a stockholder proposal for consideration at an annual meeting of stockholders. Such amendments require a stockholder submitting a nomination or proposal to disclose whether the stockholder or a person on the stockholder's behalf has entered into a hedging transaction or other transaction or series of transactions (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss or to manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder with respect to any shares of stock of the Company. The amendments to Article II, Sections 8 and 9 of the By-laws also provide that the information requirements apply to a beneficial owner, if any, on whose behalf such a nomination or stockholder proposal is made.

The amendment to Article VII, Section 7 of the By-laws provides that no repeal, modification or amendment of, or adoption of any provision inconsistent with, Article VII of the By-laws, which relates to indemnification and advancement of expenses for officers and employees of the Company, shall adversely affect any right or protection of any person granted pursuant to the By-laws existing at, with respect to, arising out of or related to any event, act or omission that occurred prior to the time of such repeal, modification, amendment or adoption. Such protection applies regardless of when any proceeding relating to such event, act or omission arises or is first threatened, commenced or completed.

The amended By-laws are effective as of December 11, 2008. The foregoing summary of the amended By-laws does not purport to be a complete description thereof and the summary is qualified in its entirety by reference to the full text of the amended By-laws which are attached as Exhibit 3.1(ii) to this Current Report on Form 8-K.



Item 9.01. Financial Statements and Exhibits.

Exhibit Number         Description of Exhibit
3.1(ii)                The Western Union Company By-laws, as amended on December
                       11, 2008


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