Summary
This 8-K filing from Visa Inc. (V) on February 27, 2015, primarily concerns a technical amendment to its Certificate of Incorporation. At its Annual Stockholders' Meeting on January 28, 2015, shareholders approved changes to the company's charter to enable future stock splits while maintaining existing ownership proportions. The filing details the subsequent filing of a Certificate of Amendment and a Restated Certificate of Incorporation. Crucially, the 8-K announces the filing of a Certificate of Correction on February 27, 2015, to rectify an inadvertent omission in the Restated Certificate of Incorporation concerning the applicable conversion rate in Section 4.11 of Article IV. This correction was effective immediately upon filing.
Key Highlights
- 1Visa Inc. filed a Certificate of Correction for its Certificate of Incorporation on February 27, 2015.
- 2The correction addresses an inadvertent omission in Section 4.11 of Article IV of the Restated Certificate of Incorporation.
- 3The omission related to the applicable conversion rate.
- 4Stockholder approval for amendments to the Certificate of Incorporation was obtained on January 28, 2015.
- 5These amendments provide Visa the ability to effect future stock splits while preserving stockholder ownership percentages.
- 6The Certificate of Correction became effective immediately upon filing with the Secretary of State of Delaware.
- 7This filing is a procedural update related to corporate governance documentation.
Frequently Asked Questions
The primary purpose of this 8-K filing is to report the filing of a Certificate of Correction for Visa Inc.'s Certificate of Incorporation. This correction rectifies an inadvertent omission regarding a conversion rate in its corporate charter.
While the filing mentions amendments approved in January 2015 that would allow for future stock splits while preserving ownership percentages, this specific 8-K on February 27, 2015, is focused on a procedural correction of a previous filing and does not announce an immediate stock split or a change in shareholder rights. It's a technical amendment to existing corporate documents.
The omission that needed correction was the inadvertent failure to reference the applicable conversion rate within Section 4.11 of Article IV of Visa's Restated Certificate of Incorporation.
The Certificate of Correction, which addresses the omission, became effective upon its filing with the Secretary of State of Delaware on February 27, 2015. The underlying amendments approved by stockholders were on January 28, 2015.