Document



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): January 29, 2019
 visalogoa41.jpg 
VISA INC.
(Exact name of Registrant as Specified in Its Charter)
 
 
 
 
 
 
Delaware
 
001-33977
 
26-0267673
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
P.O. Box 8999
San Francisco, California
 
94128-8999
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 432-3200

N/A
(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 (see General Instructions A.2. below):
¨
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))

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 5.07    Submission of Matters to a Vote of Security Holders.

The 2019 Annual Meeting of Stockholders of Visa Inc. (the “Company”) was held January 29, 2019, and the Company’s class A common stockholders voted on three proposals that are described in detail in the Company’s definitive proxy statement, dated December 6, 2018. Set forth below are the matters the stockholders voted on and the final voting results.
Proposal 1: Election of directors:

Nominee
Votes For
% For
Votes Against
% Against
Abstentions
Broker Non-Votes
Lloyd A. Carney
1,220,609,388
92.2
102,354,434
7.7
974,779
203,719,883
Mary B. Cranston
1,306,727,271
98.7
16,277,494
1.2
933,836
203,719,883
Francisco Javier Fernandez-Carbajal
1,298,130,211
98.1
24,791,186
1.9
1,017,204
203,719,883
Alfred F. Kelly, Jr.
1,313,715,979
99.2
9,252,406
0.7
970,216
203,719,883
John F. Lundgren
1,321,116,022
99.8
1,667,773
0.1
1,154,806
203,719,883
Robert W. Matschullat
1,305,921,223
98.6
16,989,044
1.3
1,028,334
203,719,883
Denise M. Morrison
1,321,497,756
99.8
1,483,394
0.1
957,451
203,719,883
Suzanne Nora Johnson
1,298,657,573
98.1
24,346,315
1.8
934,713
203,719,883
John A. C. Swainson
1,305,131,919
98.6
17,780,348
1.3
1,026,334
203,719,883
Maynard G. Webb, Jr.
1,316,752,778
99.5
6,185,771
0.5
1,000,052
203,719,883

Each of the ten nominees were elected to the Company’s Board of Directors, each to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected or until his or her earlier resignation or removal.


Proposal 2: Approval, on an advisory basis, of compensation paid to our named executive officers:

Votes For:
1,267,404,530

95.7%
Votes Against:
50,513,000

4.3%
Abstentions:
6,021,071

 
Broker Non-Votes:
203,719,883

 

The proposal was approved.


Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year:

Votes For:
1,507,677,107

98.7%
Votes Against:
17,606,619

1.3%
Abstentions:
2,374,758

 
Broker Non-Votes:
n/a

 

The appointment was ratified.








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.
 
 
 
 
 
 
 
 
VISA INC.
 
 
 
Date: January 31, 2019
 
By:
 
/s/ Kelly Mahon Tullier
 
 
 
 
Kelly Mahon Tullier
Executive Vice President and General Counsel