Visa Inc.: Proxy Statement (definitive)

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UNITED STATES

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant Check the appropriate box:

  • Preliminary Proxy StatementFiled by a Party other than the Registrant

  • Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

  • Definitive Proxy Statement

  • Definitive Additional Materials

  • Soliciting Material Pursuant to §240.14a-12

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.

  • Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

    • (1) Title of each class of securities to which transaction applies:

    • (2) Aggregate number of securities to which transaction applies:

    • (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

    • (4) Proposed maximum aggregate value of transaction:

    • (5) Total fee paid:

  • Fee paid previously with preliminary materials.

  • Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

    • (1) Amount Previously Paid:

    • (2) Form, Schedule or Registration Statement No.:

    • (3) Filing Party:

    • (4) Date Filed:

Notice of 2019 Annual Meeting and Proxy statement Visa

Tuesday, January 29, 2019 at 8:30 a.m. Pacific TimeLe Méridien San Francisco

333 Battery Street,

San Francisco, California 94111

If 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 the

Annual Meeting will be available on the Investor Relations page of our website athttp://investor.visa.comat 8:30 a.m. Pacific Time on

January 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 Date

Holders 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 Voting

Your 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 Secretary

Foster City, California

December 6, 2018

Important 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 Annual

Report for fiscal year 2018 are available at http://investor.visa.com .

TABLE OF CONTENTS

PROXY SUMMARY 1

CORPORATE GOVERNANCE 9

Board Leadership Structure 9

Board of Directors and Committee Evaluations 10

Director Succession Planning and Board Refreshment 10

Independence of Directors 10

Executive Sessions of the Board of Directors 11

Limitation on Other Board and Audit Committee Service 11

Management Development and Succession Planning 12

The Board of Directors' Role in Risk Oversight 12

Stockholder Engagement on Corporate Governance, Corporate Responsibility and Executive Compensation Matters 13

Communicating with the Board of Directors 14

Attendance at Board, Committee and Annual Stockholder Meetings 14

Codes of Conduct and Ethics 14

Political Engagement and Disclosure 15

Corporate Responsibility and Sustainability 15

COMMITTEES OF THE BOARD OF DIRECTORS 18

Audit and Risk Committee 18

Certain Relationships and Related Person Transactions 19

Report of the Audit and Risk Committee 20

Compensation Committee 21

Compensation Committee Interlocks and Insider Participation 22

Risk Assessment of Compensation Programs 22

Compensation Committee Report 23

Nominating and Corporate Governance Committee 24

Process for Nomination of Director Candidates 25

Stockholder Proposed Candidates 25

Criteria for Nomination to the Board of Directors and Diversity 26

COMPENSATION OF NON-EMPLOYEE DIRECTORS 27

Highlights of our Non-Employee Directors Compensation Program 27

Annual Retainers Paid in Cash 28

Equity Compensation 28

Stock Ownership Guidelines 28

Charitable Matching Gift Program 29

Director Compensation Table for Fiscal Year 2018 29

Fees Earned or Paid in Cash 30

PROPOSAL 1 - ELECTION OF DIRECTORS 31

DIRECTOR NOMINEE BIOGRAPHIES 33

BENEFICIAL OWNERSHIP OF EQUITY SECURITIES 38

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 39

EXECUTIVE OFFICERS 40

i

COMPENSATION DISCUSSION AND ANALYSIS 42

Executive Summary 42

Say-on-Pay 47

Setting Executive Compensation 47

Compensation Philosophy and Objectives 49

Components of Executive Compensation 50

Summary of Fiscal Year 2018 Base Salary and Incentive Compensation 51

Fiscal Year 2018 Compensation 52

Fiscal Year 2019 Compensation 62

Other Equity Grant Practices and Policies 63

Policy Regarding Clawback of Incentive Compensation 64

Tax Implications - Deductibility of Executive Compensation 65

CEO PAY RATIO 66

EXECUTIVE COMPENSATION 67

Summary Compensation Table for Fiscal Year 2018 67

All Other Compensation in Fiscal Year 2018 Table 69

Grants of Plan-Based Awards in Fiscal Year 2018 Table 70

Outstanding Equity Awards at 2018 Fiscal Year-End Table 72

Option Exercises and Stock Vested Table for Fiscal Year 2018 74

Pension Benefits Table for Fiscal Year 2018 74

Visa Retirement Plan 75

Visa Excess Retirement Benefit Plan 75

Non-qualified Deferred Compensation for Fiscal Year 2018 76

Employment Arrangements and Potential Payments upon Termination or Change of Control 78

PROPOSAL 2 - APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE

OFFICERS 83

PROPOSAL 3 - RATIFICATION OF THE APPOINTMENT OF KPMG LLP 84

Independent Registered Public Accounting Firm Fees 85

VOTING AND MEETING INFORMATION 86

Information About Solicitation and Voting 86

Who Can Vote 86

How to Vote 87

Change or Revoke a Proxy or Vote 87

How Proxies are Voted 87

Proxy Solicitor 89

Voting Results 89

Viewing the List of Stockholders 89

Attending the Meeting 89

OTHER INFORMATION 90

Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 2020 Annual Meeting 90

Stockholders Sharing the Same Address 90

Fiscal Year 2018 Annual Report and SEC Filings 91

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Disclaimer

Visa 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