Visa Inc 8-K, filed Jan 26, 2022
Visa Inc. (V)
8-K
2022-01-26
For: 2022-01-25
View Original
Added on
April 02, 2026
About this 8-K
Visa Inc filed this 8-K on January 26, 2022, reporting on events of January 25, 2022.
Items reported
- Item 5.07: Shareholder vote results
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): January 25, 2022
(Exact name of Registrant as Specified in Its Charter)
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| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (650 ) 432-3200
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(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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of Stockholders of Visa Inc. (the "Company) was held on January 25, 2022, and the Company’s Class A common stockholders voted on three proposals that are described in detail in the Company's definitive proxy statement, dated December 2, 2021. Set forth below are the matters the stockholders voted on and the final voting results.
Proposal 1: Election of ten director nominees:
Nominee | Votes For | % For | Votes Against | % Against | Abstentions | Broker Non-Votes | ||||||||||||||
Lloyd A. Carney | 1,098,505,784 | 87.9 | 147,756,615 | 11.8 | 2,796,543 | 143,834,428 | ||||||||||||||
Mary B. Cranston | 1,211,607,343 | 97.0 | 27,681,287 | 2.2 | 9,770,312 | 143,834,428 | ||||||||||||||
Francisco Javier Fernández-Carbajal | 1,179,572,225 | 94.4 | 66,900,708 | 5.4 | 2,586,009 | 143,834,428 | ||||||||||||||
Alfred F. Kelly, Jr. | 1,195,895,189 | 95.7 | 45,512,294 | 3.6 | 7,651,459 | 143,834,428 | ||||||||||||||
Ramon Laguarta | 1,240,222,022 | 99.3 | 6,339,421 | 0.5 | 2,497,499 | 143,834,428 | ||||||||||||||
John F. Lundgren | 1,240,732,661 | 99.3 | 5,807,147 | 0.5 | 2,519,134 | 143,834,428 | ||||||||||||||
Robert W. Matschullat | 1,216,606,201 | 97.4 | 29,889,017 | 2.4 | 2,563,724 | 143,834,428 | ||||||||||||||
Denise M. Morrison | 1,225,770,116 | 98.1 | 20,699,290 | 1.7 | 2,589,536 | 143,834,428 | ||||||||||||||
Linda J. Rendle | 1,242,517,139 | 99.5 | 4,089,974 | 0.3 | 2,451,829 | 143,834,428 | ||||||||||||||
Maynard G. Webb, Jr. | 1,234,625,874 | 98.8 | 11,907,149 | 1.0 | 2,525,919 | 143,834,428 | ||||||||||||||
Each of the ten nominees were elected to the Company's Board of Directors, each to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected or until his or her earlier resignation or removal.
Proposal 2: Approval, on an advisory basis, of compensation paid to our named executive officers:
Votes For: | 1,097,862,849 | 87.9 | % | ||||||||
Votes Against: | 139,375,351 | 11.2 | % | ||||||||
Abstentions: | 11,820,742 | 0.9 | % | ||||||||
Broker Non-Votes: | 143,834,428 | ||||||||||
The proposal was approved.
Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year:
Votes For: | 1,370,438,286 | 98.4 | % | ||||||||
Votes Against: | 18,278,332 | 1.3 | % | ||||||||
Abstentions: | 4,176,752 | 0.3 | % | ||||||||
Broker Non-Votes: | n/a | ||||||||||
The appointment was ratified.
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.
| VISA INC. | ||||||||||||||
| Date: January 26, 2022 | By: | /s/ Kelly Mahon Tullier | ||||||||||||
Kelly Mahon Tullier, Vice Chair, Chief People and Administrative Officer, and Corporate Secretary | ||||||||||||||