VISA, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment and Restatement of the 2007 Equity Incentive Compensation Plan
At the 2021 Annual Meeting of Stockholders (the "Annual Meeting") ofVisa Inc. ("the Company") held onJanuary 26, 2021 , the Company's stockholders approved the amendment and restatement of theVisa Inc. 2007 Equity Incentive Compensation Plan (the "Amended Equity Plan"). The Amended Equity Plan was approved by the Company's Board of Directors (the "Board") onOctober 20, 2020 , subject to the approval of the Company's stockholders, and became effective with such stockholder approval onJanuary 26, 2021 . As a result of such stockholder approval, the Amended Equity Plan was materially amended to extend its term fromJanuary 31, 2022 toJanuary 26, 2031 . The Amended Equity Plan was also modified to reduce the maximum aggregate number of shares that may be issued under the equity incentive plan from its inception by 38 million shares of Class A common stock, from 236 million shares to 198 million shares. A more complete description of the terms of the Amended Equity Plan and the material amendments and modifications thereto can be found in Proposal No. 4 - Approval of theVisa Inc. 2007 Equity Incentive Compensation Plan, as Amended and Restated (pages 96 through 110) in the Company's definitive proxy statement, filed with theSecurities and Exchange Commission onDecember 3, 2020 (the "Proxy Statement"), which description is incorporated by reference herein. The foregoing descriptions and the description incorporated by reference from the Company's Proxy Statement are qualified in their entirety by reference to the Amended Equity Plan, a copy of which is filed as Exhibit 10.22 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, upon the recommendation of the Board, the Company's stockholders approved amendments (the "Charter Amendment") to the Company's Sixth Amended and Restated Certificate of Incorporation, as amended, to enable the adoption of a special meeting right for Class A common stockholders. As a result, the Company filed a Certificate of Amendment setting forth the Charter Amendment with the Secretary of State of theState of Delaware onJanuary 26, 2021 . The Certificate of Amendment became effective upon filing. Following the filing of the Certificate of Amendment, the Company filed the Seventh Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State of theState of Delaware onJanuary 26, 2021 . The Restated Certificate became effective upon filing. In addition, subject to stockholder approval of the Charter Amendment and the filing and effectiveness of the Certificate of Amendment setting forth the Charter Amendment, the Board approved amendments to the Company's Amended and Restated Bylaws (the "Bylaws"), to specify the procedures for stockholder-requested special meetings (the "Bylaw Amendment"). The foregoing summaries of the Charter Amendment and the Bylaw Amendment do not purport to be complete and are qualified in their entirety by reference to the Restated Certificate and the Bylaws, copies of which are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. --------------------------------------------------------------------------------
Item 5.07 Submission of Matters to a Vote of Security Holders.
As described above, the Company held its Annual Meeting onJanuary 26, 2021 . The Company's Class A common stockholders voted on seven proposals that are described in detail in the Proxy Statement. Set forth below are the matters the stockholders voted on and the final voting results.
Proposal 1: Election of twelve director nominees:
Nominee Votes For % For Votes Against % Against Abstentions Broker Non-Votes Lloyd A. Carney 1,169,441,274 91.0% 112,987,528 8.8% 2,583,001 144,096,608 Mary B. Cranston 1,263,190,112 98.3% 20,198,025 1.6% 1,623,666 144,096,608
29,247,752 2.3% 1,731,631 144,096,608
Alfred F. Kelly, Jr. 1,222,421,783 95.1% 52,562,904 4.1% 10,027,116 144,096,608
Ramon Laguarta 1,278,820,833 99.5% 4,493,726 0.3% 1,697,244 144,096,608
John F. Lundgren 1,279,784,341 99.6% 3,525,080 0.3% 1,702,382 144,096,608
Robert W. Matschullat 1,259,860,716 98.0% 23,426,641 1.8% 1,724,446 144,096,608
Denise M. Morrison 1,277,953,201 99.5% 5,400,232 0.4% 1,658,370 144,096,608
Suzanne Nora Johnson 1,249,062,494 97.2% 34,314,438 2.7% 1,634,871 144,096,608
Linda J. Rendle 1,281,934,922 99.8% 1,433,829 0.1% 1,643,052 144,096,608
John A. C. Swainson 1,232,190,357 95.9% 43,481,775 3.4% 9,339,671 144,096,608
Maynard G. Webb, Jr. 1,279,748,842 99.6% 3,520,808 0.3% 1,742,153 144,096,608
Each of the twelve nominees were elected to the Board, 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: 1,208,661,258 94.1 %
Votes Against: 68,924,513 5.4 %
Abstentions: 7,426,032 0.6 %
Broker Non-Votes: 144,096,608
The proposal was approved.
Proposal 3: Ratification of the appointment of
Votes For: 1,412,578,439 98.8 % Votes Against: 14,540,146 1.0 % Abstentions: 1,989,826 0.1 % Broker Non-Votes: n/a The appointment was ratified.
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Proposal 4: Approval of the
Votes For: 1,224,614,644 95.3 % Votes Against: 53,393,718 4.2 % Abstentions: 7,003,441 0.5 % Broker Non-Votes: 144,096,608 The proposal was approved. Proposal 5: Approval of an amendment to the Company's Sixth Amended and Restated Certificate of Incorporation to enable the adoption of a special meeting right for Class A common stockholders: Votes For: 1,278,389,257 75.4 % Votes Against: 4,253,453 0.3 % Abstentions: 2,369,093 0.1 % Broker Non-Votes: 144,096,608 24.2 %
The proposal was approved.
Proposal 6: To vote on a stockholder proposal requesting stockholders' right to act by written consent:
Votes For: 523,888,182 40.8 % Votes Against: 755,340,685 58.8 % Abstentions: 5,782,936 0.5 % Broker Non-Votes: 144,096,608
The proposal was not approved.
Proposal 7: To vote on a stockholder proposal to amend our principles of executive compensation program:
Votes For: 57,116,401 4.4 % Votes Against: 1,215,156,940 94.6 % Abstentions: 12,738,462 1.0 % Broker Non-Votes: 144,096,608
The proposal was not approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 3.1 Seventh Restated Certificate of Incorporation ofVisa Inc. 3.2 Amended and Restated Bylaws ofVisa Inc. 10.22Visa Inc. 2007 Equity Incentive
Compensation Plan, as amended and
restated
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