8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 11, 2022

VISA INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (650) 432-3200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 11, 2022, the board of directors (the "Board") of Visa Inc. (the "Company"), upon the recommendation of the Board's Nominating and Corporate Governance Committee, increased the size of the Board from 10 to 11 members and appointed Teri List to the Board, effective April 11, 2022, for a term that will expire at the Company's 2023 Annual Meeting of Stockholders. A press release announcing Ms. List's appointment to the Board is attached as Exhibit 99.1 and is incorporated by reference.

The Board determined that Ms. List is an independent director within the meaning of the New York Stock Exchange listing standards. Ms. List has also been appointed to the Board's Audit and Risk Committee and Compensation Committee. As provided in our Corporate Governance Guidelines, members of the Audit and Risk Committee ordinarily may not serve on more than three public company audit committees (including Visa’s). Any Audit and Risk Committee member’s service on over three public company audit committees will be subject to the Board’s determination that the member is able to fulfil their responsibilities. The Nominating and Corporate Governance Committee and the Board considered Ms. List’s service on four public company audit committees, including her professional qualifications, former experience as a public company chief financial officer, and the nature of and time involved in her service on other boards. Following such review, the Board has waived the limit for service on the Audit and Risk Committee for Ms. List.

There are no arrangements or understandings between Ms. List and any other persons pursuant to which she was selected as a director. There are no transactions involving the Company and Ms. List that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Ms. List will receive compensation for her Board and committee service in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 2, 2021.

The Company will enter into an indemnification agreement with Ms. List. Such form of indemnification agreement was included as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on January 31, 2020, and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

EXHIBIT 99.1

NEWS RELEASE

San Francisco, CA, April 11, 2022 - Visa Inc. (NYSE: V) announced today that Teri List has been appointed to its board of directors, effective April 11, 2022.

Ms. List was executive vice president and chief financial officer of Gap Inc. from January 2017 until March 2020, and served as an advisor until June 2020. Prior to joining Gap Inc., she has served in various senior leadership roles, including as executive vice president and chief financial officer at Dick’s Sporting Goods Inc. and Kraft Foods Group, Inc. and as senior vice president and treasurer with The Procter and Gamble Company. Ms. List also serves on the boards of directors of Danaher Corporation, DoubleVerify Holdings, Inc., and Microsoft Corporation.

"I am pleased to welcome Teri to Visa’s board of directors,” said Al Kelly, Chairman and Chief Executive Officer of Visa Inc. “Teri is a highly accomplished executive and public company director whose decades of financial and leadership experience across multiple industries will provide the board with diverse perspectives and expertise on risk management, strategic planning and financial oversight.”

This appointment brings Visa’s total board of directors to 11 members. You can view information on Visa Inc.’s board of directors on our investor relations website: http://investor.visa.com/corporate-governance/board-of-directors/

About Visa Inc.

Visa Inc. (NYSE: V) is a world leader in digital payments, facilitating transactions between consumers, merchants, financial institutions and government entities across more than 200 countries and territories. Our mission is to connect the world through the most innovative, convenient, reliable and secure payment network, enabling individuals, businesses and economies to thrive. We believe that economies that include everyone everywhere, uplift everyone everywhere and see access as foundational for the future of money movement. Learn more at Visa.com.

Contacts:

Investor Relations

Jennifer Como, +1 650-432-7644, InvestorRelations@visa.com

Media Relations

Andy Gerlt, +1 650-432-2990, Press@visa.com