Item 5.02 Departure of Directors or Certain Officers: Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 11, 2022, the board of directors (the "Board") of Visa Inc. (the
"Company"), upon the recommendation of the Board's Nominating and Corporate
Governance Committee, increased the size of the Board from 10 to 11 members and
appointed Teri List to the Board, effective April 11, 2022, for a term that will
expire at the Company's 2023 Annual Meeting of Stockholders. A press release
announcing Ms. List's appointment to the Board is attached as Exhibit 99.1 and
is incorporated by reference.
The Board determined that Ms. List is an independent director within the meaning
of the New York Stock Exchange listing standards. Ms. List has also been
appointed to the Board's Audit and Risk Committee and Compensation Committee. As
provided in our Corporate Governance Guidelines, members of the Audit and Risk
Committee ordinarily may not serve on more than three public company audit
committees (including Visa's). Any Audit and Risk Committee member's service on
over three public company audit committees will be subject to the Board's
determination that the member is able to fulfil their responsibilities. The
Nominating and Corporate Governance Committee and the Board considered Ms.
List's service on four public company audit committees, including her
professional qualifications, former experience as a public company chief
financial officer, and the nature of and time involved in her service on other
boards. Following such review, the Board has waived the limit for service on the
Audit and Risk Committee for Ms. List.
There are no arrangements or understandings between Ms. List and any other
persons pursuant to which she was selected as a director. There are no
transactions involving the Company and Ms. List that the Company would be
required to report pursuant to Item 404(a) of Regulation S-K.
Ms. List will receive compensation for her Board and committee service in
accordance with the Company's standard compensation arrangements for
non-employee directors, which are described in the Company's definitive proxy
statement on Schedule 14A filed with the U.S. Securities and Exchange Commission
(the "SEC") on December 2, 2021.
The Company will enter into an indemnification agreement with Ms. List. Such
form of indemnification agreement was included as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q, filed with the SEC on January 31, 2020, and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release issued by Visa Inc., dated April 11, 2022
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