8-KLeadership ChangesShareholder MattersCorporate Changes+1

VISA INC. 8-K Report, Executive Changes (Jan 27, 2021)

Filed January 27, 2021For Securities:V

Summary

Visa Inc. held its Annual Meeting of Stockholders on January 26, 2021, where several key proposals were voted upon. The most significant outcomes for investors include the approval of an amended and restated Equity Incentive Compensation Plan and amendments to the company's Certificate of Incorporation. The Equity Plan was extended until January 26, 2031, and the total number of shares available for issuance was reduced by 38 million. Additionally, stockholders approved a charter amendment enabling Class A common stockholders to request special meetings. Furthermore, all twelve director nominees were elected with strong support, indicating continued confidence in the board's leadership. Executive compensation was also approved on an advisory basis, and KPMG LLP was ratified as the independent auditor for the fiscal year 2021. Two stockholder proposals, one regarding the right to act by written consent and another concerning executive compensation program principles, were not approved by the stockholders.

Key Highlights

  • 1Visa's 2007 Equity Incentive Compensation Plan was amended and restated, extending its term to January 26, 2031, and reducing the authorized share pool by 38 million shares.
  • 2Stockholders approved amendments to the Certificate of Incorporation to allow for stockholder-requested special meetings for Class A common stockholders.
  • 3All twelve director nominees were elected to the Board of Directors with high percentages of "For" votes.
  • 4The advisory resolution on executive compensation was approved by a significant majority (94.1%).
  • 5KPMG LLP was ratified as Visa's independent registered public accounting firm for fiscal year 2021.
  • 6A stockholder proposal seeking the right to act by written consent was not approved.
  • 7A stockholder proposal to amend executive compensation program principles also failed to gain approval.

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