UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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:
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Trading |
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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. ☐ |
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Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 13, 2024, in connection with a periodic review of The Western Union Company’s (the “Company”) by-laws, the Board of Directors of the Company adopted amended and restated by-laws (as amended, the “Amended and Restated By-laws”), effective immediately. Among other things, the amendments effected by the Amended and Restated By-laws: (1) align the Company’s by-laws with developments in Delaware law and current practice and (2) revise the advance notice provisions regarding procedural and disclosure requirements for stockholders’ director nominations and proposals for other business, including to clarify and, in some cases, reduce nominating and proposing stockholders’ disclosure obligations thereunder. The Amended and Restated By-laws also implement non-substantive, technical, and conforming changes.
The foregoing summary of the amendments effected by the Amended and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated By-laws, which are filed as Exhibit 3.1 hereto and are incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
Exhibit Number |
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Description of Exhibit |
3.1 |
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Amended and Restated By-laws of The Western Union Company adopted on December 13, 2024 |
101 |
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Inline XBRL Document Set for the Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL |
104 |
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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: December 17, 2024 |
THE WESTERN UNION COMPANY |
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By: |
/s/ Benjamin C. Adams |
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Name: |
Benjamin C. Adams |
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Title: |
Executive Vice President, Chief Legal Officer |