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): February 3, 2016
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 (see General Instructions A.2. below):
| ¨ | 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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Visa Inc. (the “Company”) held its Annual Meeting of Stockholders on February 3, 2016 (the “Annual Meeting”). The Company’s class A common stockholders voted on five proposals at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement dated December 11, 2015.
Proposal 1: The Company’s class A common stockholders elected eleven directors 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. The votes regarding this proposal were as follows:
| Nominee |
Votes For | % For |
Votes Against | % Against |
Abstentions | Broker Non-Votes | ||||||||||||||||||
| Lloyd A. Carney |
1,468,280,674 | 99.5 | 4,085,546 | 0.3 | 3,446,548 | 160,572,308 | ||||||||||||||||||
| Mary B. Cranston |
1,366,548,716 | 92.6 | 105,861,881 | 7.2 | 3,402,171 | 160,572,308 | ||||||||||||||||||
| Francisco Javier Fernández-Carbajal |
1,460,220,172 | 98.9 | 12,121,727 | 0.8 | 3,470,869 | 160,572,308 | ||||||||||||||||||
| Alfred F. Kelly, Jr. |
1,470,953,016 | 99.7 | 1,422,015 | 0.1 | 3,437,737 | 160,572,308 | ||||||||||||||||||
| Robert W. Matschullat |
1,469,991,422 | 99.6 | 2,359,223 | 0.2 | 3,462,123 | 160,572,308 | ||||||||||||||||||
| Cathy E. Minehan |
1,471,178,862 | 99.7 | 1,226,868 | 0.1 | 3,407,038 | 160,572,308 | ||||||||||||||||||
| Suzanne Nora Johnson |
1,464,427,959 | 99.2 | 7,971,758 | 0.5 | 3,413,051 | 160,572,308 | ||||||||||||||||||
| David J. Pang |
1,470,944,218 | 99.7 | 1,417,961 | 0.1 | 3,450,589 | 160,572,308 | ||||||||||||||||||
| Charles W. Scharf |
1,470,886,830 | 99.7 | 1,475,398 | 0.1 | 3,450,540 | 160,572,308 | ||||||||||||||||||
| John A. C. Swainson |
1,470,853,923 | 99.7 | 1,513,416 | 0.1 | 3,445,429 | 160,572,308 | ||||||||||||||||||
| Maynard G. Webb, Jr. |
1,465,245,592 | 99.3 | 7,116,632 | 0.5 | 3,450,544 | 160,572,308 | ||||||||||||||||||
The votes for proposals 2 through 5 are set forth below. Abstentions count as votes against the proposal.
Proposal 2: The Company’s class A common stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.
| Votes For: |
1,433,839,195 | 97.2 | % | |||||
| Votes Against: |
33,973,249 | 2.8 | % | |||||
| Abstentions: |
8,000,324 | |||||||
| Broker Non-Votes: |
160,572,308 |
Proposal 3: The Company’s class A common stockholders approved the Visa Inc. 2007 Equity Incentive Compensation Plan, as amended and restated.
| Votes For: |
1,421,927,281 | 96.3 | % | |||||
| Votes Against: |
45,072,935 | 3.7 | % | |||||
| Abstentions: |
8,812,552 | |||||||
| Broker Non-Votes: |
160,572,308 |
Proposal 4: The Company’s class A common stockholders approved the Visa Inc. Incentive Plan, as amended and restated.
| Votes For: |
1,443,558,697 | 97.8 | % | |||||
| Votes Against: |
27,669,558 | 2.2 | % | |||||
| Abstentions: |
4,584,513 | |||||||
| Broker Non-Votes: |
160,572,308 |
Proposal 5: The Company’s class A common stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2016.
| Votes For: |
1,620,495,517 | 99.0 | % | |||||
| Votes Against: |
10,309,688 | 1.0 | % | |||||
| Abstentions: |
5,579,871 | |||||||
| Broker Non-Votes: |
0 |
| Item 8.01 | Other Events. |
On February 5, 2016, the Company issued a press release announcing that its Board of Directors declared a quarterly cash dividend of $0.14 per share of class A common stock (determined in the case of class B and class C common stock on an as-converted basis) payable on March 1, 2016, to all holders of record of the Company’s class A, B and C common stock as of February 12, 2016.
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 5, 2016 | |
SIGNATURE
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. | ||||||
| Dated: February 5, 2016 | By: | /s/ Charles W. Scharf | ||||
| Name: | Charles W. Scharf | |||||
| Title: | Chief Executive Officer | |||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by Visa Inc., dated February 5, 2016 | |