SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549SCHEDULE 14AProxy Statement Pursuant to Section 14(a) of theSecurities Exchange Act of 1934Filed by the Registrant☒Check the appropriate box:
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VISA INC.(Name of Registrant as Specified In Its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant)Payment of Filing Fee (Check the appropriate box):☒No fee required.
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Notice of 2019 Annual Meeting and Proxy statement VisaTuesday, January 29, 2019 at 8:30 a.m. Pacific TimeLe Méridien San Francisco333 Battery Street,San Francisco, California 94111If you wish to attend the Annual Meeting in person, you must reserve your seat by January 25, 2019 by contacting our Investor Relations Department at (650) 432-7644. Please refer to the "Voting and Meeting Information" section of the proxy statement for additional information.A live audio webcast of theAnnual Meeting will be available on the Investor Relations page of our website athttp://investor.visa.comat 8:30 a.m. Pacific Time onJanuary 29, 2019.Items of Business
1. To elect the ten director nominees named in this proxy statement;
2. To approve, on an advisory basis, the compensation paid to our named executive officers;
3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2019; and
4. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.
The proxy statement more fully describes these proposals.Record DateHolders of our Class A common stock at the close of business on November 30, 2018 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Holders of our Class A common stock will be entitled to vote on all proposals.Proxy VotingYour vote is very important.Whether or not you plan to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. You may revoke your proxy at any time before it is voted. Please refer to the "Voting and Meeting Information" section of the proxy statement for additional information.On or about December 6, 2018, we expect to release the proxy materials to the stockholders of our Class A common stock and to send to these stockholders (other than those Class A stockholders who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our fiscal year 2018 Annual Report, and to vote through the Internet or by telephone.By Order of the Board of Directors
Kelly Mahon Tullier
Executive Vice President, General Counsel and Corporate SecretaryFoster City, CaliforniaDecember 6, 2018Important Notice Regarding the Availability of Proxy Materials for the 2019 Annual Meeting of Stockholders to be held on January 29, 2019. The proxy statement and Visa's AnnualReport for fiscal year 2018 are available athttp://investor.visa.com.TABLE OF CONTENTSPROXY SUMMARY1CORPORATE GOVERNANCE9Board Leadership Structure9Board of Directors and Committee Evaluations10Director Succession Planning and Board Refreshment10Independence of Directors10Executive Sessions of the Board of Directors11Limitation on Other Board and Audit Committee Service11Management Development and Succession Planning12The Board of Directors' Role in Risk Oversight12Stockholder Engagement on Corporate Governance, Corporate Responsibility and Executive Compensation Matters13Communicating with the Board of Directors14Attendance at Board, Committee and Annual Stockholder Meetings14Codes of Conduct and Ethics14Political Engagement and Disclosure15Corporate Responsibility and Sustainability15COMMITTEES OF THE BOARD OF DIRECTORS18Audit and Risk Committee18Certain Relationships and Related Person Transactions19Report of the Audit and Risk Committee20Compensation Committee21Compensation Committee Interlocks and Insider Participation22Risk Assessment of Compensation Programs22Compensation Committee Report23Nominating and Corporate Governance Committee24Process for Nomination of Director Candidates25Stockholder Proposed Candidates25Criteria for Nomination to the Board of Directors and Diversity26COMPENSATION OFNON-EMPLOYEE DIRECTORS27Highlights of our Non-Employee Directors Compensation Program27Annual Retainers Paid in Cash28Equity Compensation28Stock Ownership Guidelines28Charitable Matching Gift Program29Director Compensation Table for Fiscal Year 201829Fees Earned or Paid in Cash30PROPOSAL 1 - ELECTION OF DIRECTORS31DIRECTOR NOMINEE BIOGRAPHIES33BENEFICIAL OWNERSHIP OF EQUITY SECURITIES38SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE39EXECUTIVE OFFICERS40iCOMPENSATION DISCUSSION AND ANALYSIS42Executive Summary42Say-on-Pay47Setting Executive Compensation47Compensation Philosophy and Objectives49Components of Executive Compensation50Summary of Fiscal Year 2018 Base Salary and Incentive Compensation51Fiscal Year 2018 Compensation52Fiscal Year 2019 Compensation62Other Equity Grant Practices and Policies63Policy Regarding Clawback of Incentive Compensation64Tax Implications - Deductibility of Executive Compensation65CEO PAY RATIO66EXECUTIVE COMPENSATION67Summary Compensation Table for Fiscal Year 201867All Other Compensation in Fiscal Year 2018 Table69Grants of Plan-Based Awards in Fiscal Year 2018 Table70Outstanding Equity Awards at 2018 Fiscal Year-End Table72Option Exercises and Stock Vested Table for Fiscal Year 201874Pension Benefits Table for Fiscal Year 201874Visa Retirement Plan75Visa Excess Retirement Benefit Plan75Non-qualified Deferred Compensation for Fiscal Year 201876Employment Arrangements and Potential Payments upon Termination or Change of Control78PROPOSAL 2 - APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVEOFFICERS83PROPOSAL 3- RATIFICATION OF THE APPOINTMENT OF KPMG LLP84Independent Registered Public Accounting Firm Fees85VOTING AND MEETING INFORMATION86Information About Solicitation and Voting86Who Can Vote86How to Vote87Change or Revoke a Proxy or Vote87How Proxies are Voted87Proxy Solicitor89Voting Results89Viewing the List of Stockholders89Attending the Meeting89OTHER INFORMATION90Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 2020 Annual Meeting90Stockholders Sharing the Same Address90Fiscal Year 2018 Annual Report and SEC Filings91ii
DisclaimerVisa Inc. published this content on 06 December 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 06 December 2018 16:14:05 UTC
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