8-K 1 v8-k2018amvotes.htm 8-K ANNUAL MEETING VOTES 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 30, 2018
 visalogoa16.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 (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))

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 2018 Annual Meeting of Stockholders of Visa Inc. (the “Company”) was held January 30, 2018, and the Company’s class A common stockholders voted on three proposals that are described in detail in the Company’s definitive proxy statement, dated December 7, 2017. Set forth below are the matters the stockholders voted on and the final voting results.
Proposal 1: Election of directors:

Nominee
Votes For
% For
Votes Against
% Against
Abstentions
Broker Non-Votes
Lloyd A. Carney
1,357,532,931
99.8
1,661,498
0.1
802,492
184,255,733
Mary B. Cranston
1,356,901,930
99.8
2,354,868
0.2
740,123
184,255,733
Francisco Javier Fernandez-Carbajal
1,348,478,274
99.2
10,718,770
0.8
799,877
184,255,733
Gary A. Hoffman
1,352,402,311
99.4
6,791,131
0.5
803,479
184,255,733
Alfred F. Kelly, Jr.
1,357,259,960
99.8
1,927,909
0.1
809,052
184,255,733
John F. Lundgren
1,357,334,111
99.8
1,857,376
0.1
805,434
184,255,733
Robert W. Matschullat
1,352,658,299
99.5
4,927,309
0.4
2,411,313
184,255,733
Suzanne Nora Johnson
1,348,288,342
99.1
10,973,900
0.8
734,679
184,255,733
John A. C. Swainson
1,348,392,338
99.1
5,997,187
0.4
5,607,396
184,255,733
Maynard G. Webb, Jr.
1,350,756,342
99.3
8,418,771
0.6
821,808
184,255,733

Each of the ten nominees were 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.

Votes For:
1,300,604,755
95.6%
Votes Against:
38,620,818
4.4%
Abstentions:
20,771,348
 
Broker Non-Votes:
184,255,733
 

The proposal was approved.


Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year.

Votes For:
1,530,831,958
99.1%
Votes Against:
11,678,796
0.9%
Abstentions:
1,741,900
 
Broker Non-Votes:
n/a
 

The appointment was ratified.











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 30, 2018
 
By:
 
/s/ Kelly Mahon Tullier
 
 
 
 
Kelly Mahon Tullier
Executive Vice President and General Counsel