株探米国株
日本語 英語
エドガーで原本を確認する
0001403161false00014031612025-01-282025-01-280001403161us-gaap:CommonClassAMember2025-01-282025-01-280001403161v:A2026NotesMember2025-01-282025-01-280001403161v:A2029NotesMember2025-01-282025-01-280001403161v:A2034NotesMember2025-01-282025-01-28

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 28, 2025
Visa Logo.jpg  
VISA INC.
(Exact name of Registrant as Specified in Its Charter)
 
         
Delaware   001-33977   26-0267673
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
 
     
P.O. Box 8999  
San Francisco,
California   94128-8999
(Address of Principal Executive Offices) (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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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:

Title of each class Trading Symbol Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share V New York Stock Exchange
1.500% Senior Notes due 2026 V26 New York Stock Exchange
2.000% Senior Notes due 2029 V29 New York Stock Exchange
2.375% Senior Notes due 2034 V34 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 5.07 Submission of Matters to a Vote of Security Holders.

The 2025 Annual Meeting of Shareholders of Visa Inc. (the “Company”) was held on January 28, 2025, and the shareholders of the Company’s Class A common stock voted on seven proposals that are described in detail in the Company's definitive proxy statement, dated December 9, 2024. Set forth below are the matters the shareholders voted on and the final voting results.

Proposal 1: Election of eleven director nominees:
Nominee Votes For % For Votes Against % Against Abstentions Broker Non-Votes
Lloyd A. Carney 1,314,268,065  98.25  % 23,276,918  1.74  % 1,351,198  137,483,977 
Kermit R. Crawford 1,323,271,071  98.93  % 14,259,070  1.06  % 1,366,040  137,483,977 
Francisco Javier Fernández-Carbajal 1,300,811,280  97.38  % 34,935,582  2.61  % 3,149,319  137,483,977 
Ramon Laguarta 1,320,895,924  98.76  % 16,578,987  1.23  % 1,421,270  137,483,977 
Teri L. List 1,327,715,781  99.26  % 9,867,220  0.73  % 1,313,180  137,483,977 
John F. Lundgren 1,302,818,180  97.47  % 33,740,041  2.52  % 2,337,960  137,483,977 
Ryan McInerney 1,334,286,019  99.75  % 3,257,269  0.24  % 1,352,893  137,483,977 
Denise M. Morrison 1,312,714,505  98.13  % 24,886,808  1.86  % 1,294,868  137,483,977 
Pamela Murphy 1,324,052,027  98.98  % 13,547,613  1.01  % 1,296,541  137,483,977 
Linda J. Rendle 1,321,368,076  98.79  % 16,169,959  1.20  % 1,358,146  137,483,977 
Maynard G. Webb, Jr. 1,313,233,094  98.18  % 24,292,563  1.81  % 1,370,524  137,483,977 

Each of the eleven nominees was elected to the Board of Directors, each to hold office until the next annual meeting of shareholders 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 the Company's named executive officers:
Number of Votes
Percentage
Votes For: 1,230,798,215  91.92  %
Votes Against: 101,983,354  7.61  %
Abstentions: 6,114,612  0.45  %
Broker Non-Votes: 137,483,977 

The proposal was approved.

Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year:
Number of Votes Percentage
Votes For: 1,443,751,457  97.78  %
Votes Against: 31,222,932  2.11  %
Abstentions: 1,405,769  0.09  %

The appointment was ratified.






Proposal 4: Shareholder proposal on gender-based compensation gaps and associated risks:
Number of Votes Percentage
Votes For: 10,657,911  0.79  %
Votes Against: 1,318,419,741  98.47  %
Abstentions: 9,818,529  0.73  %
Broker Non-Votes: 137,483,977 

The proposal was not approved.

Proposal 5: Shareholder proposal requesting a report on policy on merchant category codes:
Number of Votes Percentage
Votes For: 10,038,824  0.74  %
Votes Against: 1,316,074,521  98.29  %
Abstentions: 12,782,836  0.95  %
Broker Non-Votes: 137,483,977 

The proposal was not approved.

Proposal 6: Shareholder proposal requesting adoption of a new director election resignation governance guideline:
Number of Votes Percentage
Votes For: 226,912,035  16.94  %
Votes Against: 1,107,467,619  82.71  %
Abstentions: 4,516,527  0.33  %
Broker Non-Votes: 137,483,977 

The proposal was not approved.

Proposal 7: Shareholder proposal on transparency in lobbying:
Number of Votes Percentage
Votes For: 182,684,178  13.64  %
Votes Against: 1,142,568,004  85.33  %
Abstentions: 13,643,999  1.01  %
Broker Non-Votes: 137,483,977 

The proposal was not approved.



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 29, 2025   By:   /s/ Kelly Mahon Tullier
        Kelly Mahon Tullier
Vice Chair, Chief People and Corporate Affairs Officer, and Corporate Secretary