8-K
filed January 25, 2023, 6:59 PM ET
ticker V
CIK 0001403161
other material
confidence high
sentiment neutral
materiality 0.15
Visa shareholders elect all 10 director nominees; approve say-on-pay and KPMG ratification
VISA INC.
- All 10 director nominees elected with 93.9% to 99.5% of votes cast.
- Advisory vote on executive compensation approved with 89.7% support.
- Advisory vote on frequency: one year selected with 99.2%; Board adopts annual say-on-pay vote.
- Ratification of KPMG as independent auditor for FY2023 approved with 98.4% of votes.
- Stockholder proposal for independent board chair failed with 17.4% for, 75.7% against.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
VISA INC. shareholders approved Advisory vote on the frequency of future advisory votes to approve executive compensation at the 2023-01-24 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-01-24
Exact text from the filing
Proposal 3: Advisory vote on the frequency of future advisory votes to approve executive compensation: One Year: 1,237,711,436 99.2 % Two Years: 1,476,518 0.1 % Three Years: 8,754,461 0.7 % Abstentions: 1,519,889 Based on the results of this advisory 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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
VISA INC. shareholders approved Approval, on an advisory basis, of the compensation paid to our named executive officers at the 2023-01-24 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-01-24
Exact text from the filing
Proposal 2: Approval, on an advisory basis, of the compensation paid to our named executive officers: Votes For: 1,120,862,119 89.7 % Votes Against: 119,640,078 9.6 % Abstentions: 8,960,107 0.7 % Broker Non-Votes: 135,823,973 The proposal was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
VISA INC. shareholders approved Election of ten director nominees at the 2023-01-24 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-01-24
Exact text from the filing
Proposal 1: Election of ten director nominees: Nominee Votes For % For Votes Against % Against Abstentions Broker Non-Votes Lloyd A. Carney 1,173,849,753 93.9 % 73,267,710 5.9 % 2,344,841 135,823,973 Kermit R. Crawford 1,243,509,987 99.5 % 4,716,367 0.4 % 1,235,950 135,823,973 Francisco Javier Fernández-Carbajal 1,216,681,658 97.4 % 31,709,059 2.5 % 1,071,587 135,823,973 Alfred F. Kelly, Jr. 1,210,372,657 96.9 % 38,021,962 3.0 % 1,067,685 135,823,973 Ramon Laguarta 1,234,875,423 98.8 % 13,499,973 1.1 % 1,086,908 135,823,973 Teri L. List 1,234,667,163 98.8 % 13,788,710 1.1 % 1,006,431 135,823,973 John F. Lundgren 1,229,224,445 98.4 % 19,182,400 1.5 % 1,055,459 135,823,973 Denise M. Morrison 1,217,665,850 97.5 % 30,651,781 2.5 % 1,144,673 135,823,973 Linda J. Rendle 1,238,761,234 99.1 % 9,706,915 0.8 % 994,155 135,823,973 Maynard G. Webb, Jr. 1,212,586,541 97.0 % 28,276,346 2.3 % 8,599,417 135,823,973 Each of the ten nominees was elected to the Company's Board of Directors, each to hold
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
VISA INC. shareholders rejected Stockholder proposal requesting an independent board chair policy at the 2023-01-24 meeting.
- Outcome
- failed
- Meeting
- 2023-01-24
Exact text from the filing
Proposal 5: Stockholder proposal requesting an independent board chair policy: Votes For: 217,632,303 17.4 % Votes Against: 945,671,501 75.7 % Abstentions: 86,158,500 6.9 % Broker Non-Votes: 135,823,973 The proposal was not approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
VISA INC. shareholders approved Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year at the 2023-01-24 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-01-24
Exact text from the filing
Proposal 4: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year: Votes For: 1,363,161,311 98.4 % Votes Against: 20,871,134 1.5 % Abstentions: 1,253,832 0.1 % The appointment was ratified.
View on SEC.gov
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