Summary
This 8-K filing from Visa Inc. reports on the outcomes of its Annual Meeting of Stockholders held on February 3, 2016, and announces a quarterly cash dividend. The meeting saw overwhelming approval for all proposals, including the election of eleven directors, advisory approval of executive compensation, and the amendment and restatement of two equity incentive plans. Stockholders also overwhelmingly ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2016. The filing also includes a press release dated February 5, 2016, announcing a quarterly cash dividend of $0.14 per share of class A common stock, payable on March 1, 2016.
Key Highlights
- 1All eleven director nominees were elected with very high percentages of "For" votes (ranging from 92.6% to 99.7%).
- 2The advisory vote to approve named executive officer compensation passed with a strong 97.2% of votes in favor.
- 3Stockholders approved the Visa Inc. 2007 Equity Incentive Compensation Plan, as amended and restated, with 96.3% of votes in favor.
- 4The Visa Inc. Incentive Plan, as amended and restated, also received strong approval, with 97.8% of votes in favor.
- 5KPMG LLP was ratified as Visa's independent registered public accounting firm for fiscal year 2016 with 99.0% of votes in favor.
- 6Visa Inc. declared a quarterly cash dividend of $0.14 per share of class A common stock.
- 7The dividend is payable on March 1, 2016, to shareholders of record as of February 12, 2016.
Frequently Asked Questions
The Annual Meeting resulted in the election of all eleven director nominees with high approval rates, advisory approval of executive compensation, and overwhelming support for amendments to the company's equity incentive plans. Additionally, shareholders ratified the appointment of KPMG LLP as the independent auditor for fiscal year 2016.
Visa Inc. declared a quarterly cash dividend of $0.14 per share of class A common stock. This dividend is payable on March 1, 2016, to all holders of record of the company's class A, B, and C common stock as of February 12, 2016.
While all proposals received strong majority support, the highest percentage of 'Against' votes was for Proposal 1 (Director Election) for Mary B. Cranston at 7.2%. For the advisory executive compensation vote (Proposal 2), there were 2.8% 'Against' votes. The incentive plan proposals also saw less than 4% 'Against' votes. The ratification of the auditor had only 1.0% 'Against' votes.
Broker non-votes represent shares held by brokers or nominees that have not been voted on a particular proposal because the beneficial owner has not provided instructions. For proposals that are considered 'non-routine' (like director elections or executive compensation, which were voted on here), these broker non-votes do not count as votes cast for or against the proposal and can therefore dilute the outcome. For proposals that are 'routine' (like the ratification of an independent auditor), brokers can vote these shares without instructions. The significant number of broker non-votes for Proposals 1-4 (160,572,308) indicates a large number of shares held in 'street name' that were not specifically directed by their owners for these matters.