Visa : Transcript ( PDF 122 KB )

Conference Title: Visa Inc.'s Annual Meeting

Date: Tuesday, 1 March 2022

Operator: Welcome to the annual meeting for Visa Inc. Our host for today's call is Al Kelly, Chief

Executive Officer and Chairman of the board of directors. At this time, all participants will be in a listen-only mode. I will now turn the call over to your host, Mr. Kelly, you may begin sir.

Al Kelly: Morning, everyone. I'm Al Kelly, the Chief Executive Officer and the Chairman of the Board

of Directors of Visa, Inc. On behalf of the board, our entire management team, and all of my colleague employees of Visa, it is my pleasure to welcome you to our 2022 annual meeting of stockholders. As chairman, I call this meeting to order.

As described in our proxy materials, we are holding a virtual annual meeting of stockholders this year, rather than an in-person meeting in light of the ongoing COVID-19 pandemic, and in order to protect the health and the safety of our stockholders, directors, officers, employees, and other stakeholders. Today's meeting is being recorded and a replay will be available on the investor relations website. We are excited to host today's meeting through this virtual online platform, which allows us to open access and participation in the meetings of stockholders around the world.

Please remember that you may vote your shares online at any time during the meeting prior to the closing of the polls.

Before proceeding with the business of the meeting, I'd like to introduce our director nominees and attendance virtually today. John Lundgren, our Lead Independent Director, Lloyd Carney chair of our Audit and Risk Committee, Mary Cranston, Javier Fernandez-Carbajal, Ramon Laguarta, Bob

Maschulatt, the chair of our finance committee, Denise Morrison the chair of our compensation committee, Linda Rendle, and Maynard Webb, the incoming chair of our nominating and cooperate governance committee. Suzanne Nora Johnson and John Swainson who have been members of this board since 2007, are not standing for reelection today. Both Suzanne and John have providedoutstanding leadership to this company through its IPO to today. On behalf of the board of directors, I want to thank Suzanne and John for their years of service and dedication to Visa.

Next, I'd like to also introduce the members of the executive committee who are in attendance virtually today. Lynne Biggar, our chief marketing officer, Paul Fabara, our chief risk officer, Jack

Forestell, our group president and chief product officer, Michelle Gethers Clark, our chief diversity officer and head of corporate responsibility. Charlotte Hogg, our chief executive officer for Europe.

Oliver Jenkyn, group president and regional president of North America. Kelly Mahon Tullier, the vice chair, chief people and administrative officer and the company's corporate secretary. Ryan

McInerney the president of Visa. Chris Newkirk, our chief strategy officer. Vasant Prabhu, our vice chair and chief financial officer. Julie Rottenberg the company's general counsel and Rajat Taneja the president of technology. Also, with us this morning are Charles Lynch and Allan Telmo of

KPMG our independent registered public accounting firm. They will be available to answer questions later in the meeting. At this time, Kelly Tullier will conduct the formal portion of this meeting and record the minutes. Then I will present an overview of Visa's fiscal 2021 financial results and business strategy, and then we will address your questions. Kelly, over to you.

Kelly Tullier: Good morning, the agenda and rules of conduct for the meeting are posted on the online

meeting platform in the meeting material section, and outline how we will proceed with today's meeting. In order to allow for an orderly meeting and to permit enough time for questions we ask that you abide by these rules. After the proposals are presented, we will answer questions received regarding the three proposals being voted on at today's meeting. There will also be a business question and answer period after Al's presentation. If you would like to ask a question and you've not already submitted one online, please type your question into the, ask a question field, and click submit. Questions will be subject to the rules of conduct of the meeting.

In case we are unable to answer all questions submitted due to time constraints, we'll post answers to all questions submitted in writing on our website as soon as practicable. We have an affidavitfrom Broadridge certifying that the mailing of proxy materials to stockholders of record as of

November 26th, 2021 commenced on December 2nd, 2021. The affidavit of mailing and notice will be filed with the minutes of this meeting. Andrew Wilcox, on behalf of Broadridge has been appointed to serve as inspector of election. Mr. Wilcox has taken the oath of office and is prepared to serve. Mr. Wilcox has advised me that we have present a sufficient number of shares to constitute a quorum. Accordingly, the meeting is duly constituted and we may proceed with business.

It is 8:36 AM on January 25th, and the polls are now open for voting. They will close at the conclusion of the formal portion of this meeting. Until the polls close, any stockholder may change his or her vote on any matter on the meeting website. However, once the polls close, no further changes will be accepted. There are three proposals on the agenda today. Stockholders with control numbers can vote online now by pressing the vote here button located on the lower portion of your screen. You do not need to take any further action if you have already voted and do not wish to change your vote.

The first proposal is to elect 10 directors to Visa's board of directors. The board's nominees for election to the board of directors are, Lloyd Carney, Mary Cranston, Francisco Javier Fernández-

Carbajal, Alfred Kelly, Ramon Laguarta, John Lundgren, Robert Maschulatt, Denise Morrison,

Linda Rendle and Maynard Webb. We did not receive any other nominations for director. As indicated in the proxy statement, the board recommends that the stockholders elect the director nominees. The second proposal is an advisory vote to approve the compensation of our named executive officers. As indicating the proxy statement, the board recommends that stockholders vote favor of this proposal.

The third proposal is to ratify the appointment of KPMG LLP to serve as Visa's independent registered public accounting firm for the 2022 fiscal year. The [inaudible] audit and risk committee reappointed KPMG to serve as Visa's independent registered public accounting firm for the 2022

fiscal year and seeks ratification of the appointment by the stockholders. As mentioned previously, representatives of KPMG are participating and are available to answer questions you may have during the business Q&A section. We will now answer questions related to the proposals that we have received. The first question relates to proposal one, the election of directors. Al, we have received a couple of questions related to board diversity and the ideal size of the board. Can you describe the board's perspective?

Al Kelly: Kelly, Thank you. The board certainly recognizes the importance of having a board with a

diversity of business experiences, functional skills, gender, race ethnicity, and cultural backgrounds. I think our current board exhibits an effective mix of diversity, experience, and perspective, and the nominating and corporate governance committee maintains an evergreen list of potential director candidates that we actually review each quarter at each board meeting. We also require that our search firms include women and other diverse candidates in the candidate pool for our director searches. Currently, the board comprises 30% women, and diverse directors by race ethnicity also comprised 30% of the board. The current size of the board is now 10 directors, which solidly fits within our historic range of 9 to 12 directors.

Kelly Tullier: Thank you, Al. Our next question relates to proposal two, our say on pay proposal, can

you discuss how management is compensated including the use of equity compensation?

Al Kelly: Well, Kelly, the proxy statement really covers this subject in a great deal of depth, I

encourage people to look at it, but we use base salary, annual cash incentives, and long-term equity incentives as the main components of compensation for executives. Only the base salary is fixed, the other components are variable and are at risk with the payout based on performance.

Our annual cash incentives are based on individual performance and a corporate scorecard, that includes pre-established financial and non-financial goals, including things like ESG measures.

Long-term equity awards include three elements, performance shares, options, and restricted stock units. We believe including equity awards as part of compensation aligns management withshareholders. When we're developing our compensation program, it's also important to note that our compensation committee reviews peer company data, and they also work very, very closely with their own independent consultant.

Kelly Tullier: Thank you, Al. On proposal three, we received a question asking why KPMG was being

reappointed.

Al Kelly: Well, KPMG has been the independent auditor of Visa since the IPO, and in determining

whether to reappoint KPMG, the audit and risk committee considered several factors, including tenure, independence, expertise, performance, the results of PCAOB reports, and of course, fees.

The audit and risk committee believes that continued retention of KPMG is in the best interest of stockholders.

Kelly Tullier: Great. Thanks, Al. That concludes the questions we have received on the proposals. In

summary, the board recommends that you vote for the election of each director nominee, and for the second and third proposals. In a moment, we will close the polls. Please make any final votes online now by clicking the vote here button at the bottom of your screen. We will pause here briefly, so voting can conclude. We will now move to the voting results. It is 8:42 AM, on January 25th and the polls are now closed. No additional votes will be accepted. I have received the preliminary voting results from the inspector of election based on the proxies received as of the opening of the polls of today's meeting. Votes and proxies received during the meeting will be tabulated by the inspector of election and included in the final tally, which will be filed with the minutes of this annual meeting of stockholders.

In addition, we will report the final voting results in a current report on form 8-K within four business days from today. The preliminary results of the voting are as follows. Proposal one, each of the board's 10 nominees has been elected to the board of directors. Proposal two, the advisory vote to approve the compensation of the company's named executive officers has been approved.