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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): October 16, 2023
VISA INC.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware |
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001-33977 |
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26-0267673 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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| P.O. Box 8999 |
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| San Francisco, |
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| California |
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94128-8999 |
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(Zip Code) |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 per share |
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V |
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New York Stock Exchange |
| 1.500% Senior Notes due 2026 |
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V26 |
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New York Stock Exchange |
| 2.000% Senior Notes due 2029 |
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V29 |
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New York Stock Exchange |
| 2.375% Senior Notes due 2034 |
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V34 |
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New York Stock Exchange |
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 October 16, 2023, Alfred F. Kelly, Jr., Executive Chairman of Visa Inc. (“Visa”) informed the Nominating and Governance Committee of the Board of Directors ("Board") of his intention not to stand for re-election and to retire as Executive Chairman and as a member of the Board on January 23, 2024. At that time, Mr. Kelly will remain an employee in a non-executive officer capacity in the position of Senior Advisor until February 15, 2024, when he will retire from Visa.
On October 17, 2023, the Board elected John F. Lundgren, Visa’s current Lead Independent Director, to serve as Chair of the Board, effective January 23, 2024, subject to Mr. Lundgren’s re-election to the Board at Visa’s annual meeting of stockholders to be held in January 2024.
A copy of the press release announcing these actions is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description |
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Press Release issued by Visa Inc. dated October 18, 2023 |
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Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
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VISA INC. |
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| Date: |
October 18, 2023 |
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By: |
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/s/ Kelly Mahon Tullier |
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Kelly Mahon Tullier
Vice Chair, Chief People and Corporate Affairs Officer, and Corporate Secretary
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EX-99.1
2
ex991pressrelease10182023.htm
EX-99.1
Document
NEWS RELEASE
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| Alfred F. Kelly, Jr. to Retire as Chairman of Visa’s Board of Directors; Lead Independent Director John F. Lundgren to be Named Chair |
San Francisco, CA - (Business Wire) - October 18, 2023 - Visa (NYSE: V) today announced that Alfred F. Kelly, Jr. will retire as Chairman and a member of Visa’s Board of Directors on January 23, 2024. He will remain at the company as Senior Advisor until February 15, 2024, when he will retire from Visa. The company also announced the Board’s intention to name Lead Independent Director, John F. Lundgren, Chair of the Board subject to his reelection at Visa’s annual meeting of stockholders in January 2024.
Kelly served as Chairman since 2019 and as Visa’s CEO from 2016 to February 2023. He was first elected to Visa’s Board as an Independent Director in January 2014.
“My time at Visa has been one of the greatest honors of my life,” said Kelly. “I want to extend my sincerest thanks to our incredibly talented team who made the company the global leader it is today. I leave knowing Visa is in excellent hands, both with Ryan, who as CEO continues to lead Visa to greater heights, and John, who has my admiration and respect. As I move on to this new chapter in my life, I have full faith that Visa will continue to deliver innovative payment solutions that help individuals, businesses and economies thrive.”
“It has been a privilege to serve on Visa’s Board alongside Al,” said Lundgren. “Under his vision, Visa led the payments industry through a period of tremendous change, transforming how people around the world pay and are paid. Thanks to the strong foundation Al built, Visa will continue to strengthen its business while powering commerce around the world.”
“There are many things I admire about Al, such as his strategic mindset, relentless focus on innovation and passion for Visa’s business and its people. But perhaps most of all, I admire how he ensured that Visa remained a company that was guided by its values,” said Ryan McInerney, CEO of Visa Inc. “Al led Visa through a pivotal evolution in the payments ecosystem, marked by the emergence of new technologies, a global pandemic and an unprecedented acceleration in the use of digital payments. Through it all, he drove significant growth across Visa’s business and positioned the company for long-term success as a global leader in payments.”
McInerney continued, “John has deep knowledge of our business, and his expertise will continue to be of tremendous value to Visa. I look forward to our ongoing work together.”
About Visa
Visa (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 payments network, enabling individuals, businesses and economies to thrive. We believe that economies that include everyone everywhere, uplift everyone everywhere and see access as foundational to the future of money movement. Learn more at Visa.com.
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Contacts:
Investor Relations
Jennifer Como, +1 650-432-7644, InvestorRelations@visa.com
Media Relations
Constantine Panagiotatos, +1 650-432-2990, Press@visa.com
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