Visa Inc 8-K, filed Nov 23, 2020
Visa Inc. (V)
8-K
2020-11-23
For: 2020-11-18
View Original
Added on
April 02, 2026
About this 8-K
Visa Inc filed this 8-K on November 23, 2020, reporting on events of November 18, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): November 18, 2020
(Exact name of Registrant as Specified in Its Charter)
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Registrant’s Telephone Number, Including Area Code: (650 ) 432-3200
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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).
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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 November 18, 2020, 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 11 to 12 members and appointed Linda J. Rendle to the Board, effective November 23, 2020, for a term that will expire at the Company's 2021 Annual Meeting of Stockholders. A press release announcing Ms. Rendle's appointment to the Board is attached as Exhibit 99.1 and is incorporated by reference.
The Board determined that Ms. Rendle is an independent director within the meaning of the New York Stock Exchange listing standards. Ms. Rendle has also been appointed to the Board's Finance Committee and Nominating and Corporate Governance Committee. There are no arrangements or understandings between Ms. Rendle and any other persons pursuant to which she was selected as a director. There are no transactions involving the Company and Ms. Rendle that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Ms. Rendle 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 5, 2019.
The Company will enter into an indemnification agreement with Ms. Rendle. 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
| Exhibit Number | Description | |||||||
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: November 23, 2020 | By: | /s/ Alfred F. Kelly, Jr. | ||||||||||||
| Alfred F. Kelly, Jr. Chairman and Chief Executive Officer | ||||||||||||||
EXHIBIT 99.1
NEWS RELEASE
| Visa Inc. Announces Appointment of Linda J. Rendle to its Board of Directors | ||||||||||||||
San Francisco, CA, November 23, 2020 - Visa Inc. (NYSE: V) board of directors (the "Board") announced today that on November 18, 2020, it appointed Linda J. Rendle to the Board, effective November 23, 2020, for a term that will expire at the Company’s 2021 Annual Meeting of Stockholders.
Ms. Rendle has served as the CEO and a director of The Clorox Company since September 2020. Ms. Rendle has a track record of delivering outstanding business results and providing values-led leadership, gained from nearly 20 years in a variety of senior operational and executive roles across many of Clorox's businesses. As CEO of a global company, her extensive experience and instrumental role in developing key corporate strategies provide important insights and perspectives with respect to global product development, growth and long-range planning.
"I am pleased to welcome Linda to Visa’s board of directors,” said Al Kelly, Chairman and Chief Executive Officer of Visa Inc. “Linda is an outstanding leader with deep operational experience and a demonstrated commitment to environmental, social and governance initiatives, which will be invaluable to Visa as we expand our network, bring innovative payment solutions to market globally and advance our mission to connect the world to help individuals, businesses and economies thrive.”
This appointment brings Visa’s total board of directors to 12 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/
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About Visa Inc.
Visa Inc. (NYSE: V) is the world’s leader in digital payments. Our mission is to connect the world through the most innovative, reliable and secure payment network - enabling individuals, businesses and economies to thrive. Our advanced global processing network, VisaNet, provides secure and reliable payments around the world, and is capable of handling more than 65,000 transaction messages a second. Our relentless focus on innovation is a catalyst for the rapid growth of digital commerce on any device, and a driving force behind the dream of a cashless future for everyone, everywhere. As the world moves from analog to digital, Visa is applying our brand, products, people, network and scale to reshape the future of commerce. For more information, visit usa.visa.com/about-visa.html, usa.visa.com/visa-everywhere/blog.html and @VisaNews.
Contacts:
EXHIBIT 99.1
Investor Relations
Mike Milotich, +1 650-432-7644, InvestorRelations@visa.com
Media Relations
Andy Gerlt, +1 415-805-4892, Press@visa.com