Document
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 31, 2017
VISA INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | | 001-33977 | | 26-0267673 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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 (see General Instructions A.2. below):
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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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting of Stockholders of Visa Inc. (the “Company”) was held January 31, 2017, and the Company’s class A common stockholders voted on four proposals that are described in detail in the Company’s definitive proxy statement, dated December 8, 2016. Set forth below are the matters the stockholders voted on and the final voting results.
Proposal 1: Election of directors.
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Nominee | | Votes For | | % For | | Votes Against | | % Against | | Abstentions | | Broker Non-Votes |
Lloyd A. Carney | | 1,427,382,303 | | 99.8% | | 1,643,065 | | 0.1% | | 1,085,703 | | 166,496,680 |
Mary B. Cranston | | 1,426,836,115 | | 99.8% | | 2,225,221 | | 0.2% | | 1,049,735 | | 166,496,680 |
Francisco Javier Fernández-Carbajal | | 1,420,956,939 | | 99.4% | | 8,053,707 | | 0.6% | | 1,100,425 | | 166,496,680 |
Gary A. Hoffman | | 1,425,024,844 | | 99.6% | | 4,029,935 | | 0.3% | | 1,056,292 | | 166,496,680 |
Alfred F. Kelly, Jr. | | 1,427,253,103 | | 99.8% | | 1,834,784 | | 0.1% | | 1,023,184 | | 166,496,680 |
Robert W. Matschullat | | 1,426,301,839 | | 99.7% | | 2,739,453 | | 0.2% | | 1,069,779 | | 166,496,680 |
Suzanne Nora Johnson | | 1,424,123,164 | | 99.6% | | 4,951,252 | | 0.3% | | 1,036,655 | | 166,496,680 |
John A. C. Swainson | | 1,425,798,085 | | 99.7% | | 3,259,764 | | 0.2% | | 1,053,222 | | 166,496,680 |
Maynard G. Webb, Jr. | | 1,423,383,894 | | 99.5% | | 5,678,002 | | 0.4% | | 1,049,175 | | 166,496,680 |
Each of the nine nominees was elected to the Company’s Board of Directors, each to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected or until his or her earlier resignation or removal.
Proposal 2: Advisory vote to approve executive compensation.
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Votes For: | 1,375,440,913 |
| 96.2% |
Votes Against: | 39,576,818 |
| 3.8% |
Abstentions: | 15,093,340 |
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Broker Non-Votes: | 166,496,680 |
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The proposal was approved.
Proposal 3: Advisory vote on the frequency of future advisory votes on executive compensation.
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One Year: | 1,311,532,121 |
| 91.7% |
Two Years: | 12,946,343 |
| 1.0% |
Three Years: | 103,698,904 |
| 7.3% |
Abstain: | 1,933,703 |
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Based on the results of the vote, and consistent with the Board’s recommendation, the Board has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.
Proposal 4: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year.
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Votes For: | 1,588,335,619 |
| 99.5% |
Votes Against: | 5,985,123 |
| 0.5% |
Abstentions: | 2,287,009 |
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Broker Non-Votes: | — |
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The appointment was ratified.
Item 8.01 Other Events.
On February 1, 2017, the Company issued a press release announcing that its board of directors, on January 31, 2017, declared a quarterly cash dividend of $0.165 per share of class A common stock (determined in the case of class B and C common stock and series B and C convertible participating preferred stock on an as-converted basis), payable on March 7, 2017, to all holders of record as of February 17, 2017.
A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by Visa Inc., dated February 1, 2017
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: February 1, 2017 | | By: | | /s/ Vasant M. Prabhu |
| | | | Vasant M. Prabhu Chief Financial Officer |
EXHIBIT INDEX
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Exhibit Number | | Description |
99.1 | | Press Release issued by Visa Inc., dated February 1, 2017 |