8-KOther EventsExhibits & Filings

VISA INC. 8-K Report, Corporate Update (Sep 24, 2014)

Filed September 24, 2014For Securities:V

Summary

Visa Inc. (V) filed an 8-K on September 24, 2014, to report a change in the conversion rate of its Class B common stock. This change was triggered by a deposit of $450 million into a litigation escrow account, as per the company's retrospective responsibility plan. This deposit effectively adjusted the conversion rate downwards, thereby reducing the number of as-converted Class B shares.

Key Highlights

  • 1Visa deposited $450 million into a litigation escrow account on September 23, 2014.
  • 2The deposit was made under the company's retrospective responsibility plan.
  • 3The conversion rate for Visa's Class B common stock was adjusted from 0.4206 to 0.4121.
  • 4This adjustment is effective immediately as of the filing date.
  • 5The total number of as-converted Class B common shares decreased by 2,089,780.
  • 6The number of as-converted Class B shares is now 101,167,803.
  • 7The calculation of the new conversion rate was based on the volume-weighted average price over a nine-day period (September 11-23, 2014).

Frequently Asked Questions

This 8-K filing announces a change in the conversion rate of Visa's Class B common stock, which was triggered by a significant deposit into a litigation escrow account.

Visa deposited $450 million into a previously established litigation escrow account as part of its retrospective responsibility plan.

The deposit led to a decrease in the conversion rate of the Class B common stock, from 0.4206 to 0.4121. This reduction in the conversion rate means that fewer Class B shares are now considered as-converted, with the total number of as-converted shares reduced by over 2 million.

The new conversion rate was calculated in accordance with Visa's certificate of incorporation, using the volume-weighted average price of the stock over a nine-day pricing period from September 11, 2014, to September 23, 2014.