VISA INC
For the period ended Jan 28, 2025. Filed Dec 9, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 28, 2025 · Filed Dec 9, 2024
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**UNITED STATES
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 ☒ | Filed by a Party other than the Registrant ☐ |
|---|---|
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | 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 all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Shareholder Letter
| John F. LundgrenBoard Chair | Ryan McInerneyChief Executive Officer and Director |
|---|
We are proud of the strong results Visa achieved while delivering on Visa’s purpose to uplift everyone, everywhere by being the best way to pay and be paid.
Dear Fellow Shareholder,
On behalf of the Board of Directors and the management team, we want to thank you for your investment in Visa and encourage you to vote your shares by proxy at this year’s Annual Meeting. We greatly value the year-round dialogue and engagement we have with our shareholders, which continue to shape the Board’s approach to corporate governance, executive compensation, corporate responsibility, and other matters central to our long-term strategy and success.
Reflecting on 2024, we are proud of the strong results Visa achieved while operating with purpose. Our products and solutions continue to power global commerce and promote long-term value for our shareholders, and we are pleased to provide you with updates on how our Board and management team have delivered on Visa’s purpose over the past year – to uplift everyone, everywhere by being the best way to pay and be paid.
Delivering for clients and growing across business priorities
In 2024, we continued to deliver against our key growth levers with a relentless focus on serving our clients by meeting their needs, innovating, and helping them grow. As athletes and fans around the world came together for the Paris 2024 Olympic and Paralympic Games, we witnessed the power of the Visa brand and the positive impact of our innovative payment solutions. We are finding more ways to enable digital commerce, grow new flows, and drive adoption of our value-added services portfolio. As the payments and technology landscape evolves, we are committed to safely and responsibly integrating capabilities, including generative AI, into our solutions to address the needs of today and the future, and we are confident in our ability to generate value as a leader in payments.
Building the right Board that leads with independent and diverse perspectives
Over the last several years, our Board has deliberately refreshed its composition to create a Board with an appropriate mix of skills, experiences, and perspectives to oversee our company as the industry, ecosystem, and our strategy continue to evolve. We have thoughtfully added new directors who bring impressive expertise across e-commerce, marketing, and cybersecurity, with a focus on building a Board that is diverse in its composition and is accountable to Visa’s various stakeholders.
Advancing our purpose, strategy, and values
We are excited about our programs, policies, and reporting in place across initiatives most impactful to our shareholders and our long-term business success. Last year, we achieved our goals to empower people, communities, and economies, including through our work to digitally enable over 60 million small and micro businesses. We also continue to prioritize cybersecurity and ecosystem security, furthering our goal to be the best and most trusted way to pay and be paid. Our ongoing efforts to invest in our talented, engaged, and diverse global workforce reflect ambitious goals as we strive to be a force for good by operating responsibly and ethically.
Thank you for your support and for your consideration of the important matters covered in this year’s proxy statement. We, along with the rest of the Board and management team, look forward to your continued engagement as we work to connect the world and enable individuals, businesses, and economies to thrive.
| John F. LundgrenBoard Chair | Ryan McInerneyChief Executive Officer and Director |
|---|
| 2025 Proxy Statement | 1 |
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Notice of 2025 Annual Meeting of Shareholders
| Time Tuesday, January 28, 20258:30 a.m. Pacific Time(Log-in begins at 8:15 a.m.) | Voting Holders of our Class A common stock will be entitled to vote on all proposals. On or about December 9, 2024, we released the proxy materials to shareholders and sent to shareholders of our Class A common stock (other than those shareholders 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 2024 Annual Report, and how to vote through the Internet or by telephone. | |||
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| Location Virtual live webcast at: virtualshareholdermeeting.com/V2025 | By Mail.Complete, sign, and date each proxy card or voting instruction form received and return it in the prepaid envelope. | Via the Internet.Instructions are shown on your Notice of Internet Availability. | ||
| By Telephone.Instructions are shown on your proxy card or voting instruction form. | At the Annual Meeting.Instructions will be provided on the meeting website during the Annual Meeting. | |||
| Items of Business | Board Recommendation | |||
| 1 | Elect the eleven director nominees named in this proxy statement. | FOR | p. 10 | To participate in the virtual meeting, including to submit questions, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. Please refer to the “Attending the Meeting” section of the proxy statement for more details about attending the Annual Meeting online. Your vote is very important. By Order of the Board of Directors, Kelly Mahon TullierVice Chair, Chief People and Corporate Affairs Officer, and Corporate SecretarySan Francisco, CaliforniaDecember 9, 2024 |
| 2 | Approve, on an advisory basis, the compensation paid to our named executive officers. | FOR | p. 54 | |
| 3 | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2025. | FOR | p. 100 | |
| 4-7 | Shareholder proposals, each if properly presented at the Annual Meeting. | AGAINST | p. 103 | |
| Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. | ||||
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Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be held on January 28, 2025. The proxy statement and Visa’s Annual Report for fiscal year 2024 are available at investor.visa.com.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.