Table of Contents
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 ☒ 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 athttp://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
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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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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 16:16:07 UTC