Visa shareholders approve officer liability limit and elect directors at 2026 annual meeting

VISA INC.

Shareholders approved amendments to limit officer liability with 70.22% of shares outstanding voting in favor.
All 11 director nominees elected, including Ryan McInerney with 99.64% votes for and William Ready with 79.52%.
Advisory vote on executive compensation passed with 93.28% votes in favor (1,216,862,538 for).
Ratification of KPMG as independent auditor for 2026 was approved with 97.84% votes in favor.
Four shareholder proposals (independent chair, written consent, online exploitation report, ROI audit) all rejected by majority.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

VISA INC.: Shareholders approved and company filed amendment to Eighth Restated Certificate of Incorporation to limit officer liability as permitted by Delaware law; effective upon filing January 28, 2026 (effective 2026-01-28).

Change: charter amendment
Effective: 2026-01-28

Exact text from the filing

At the Annual Meeting, upon the recommendation of the Company’s Board of Directors (the “Board”), the Company’s shareholders approved amendments to the Company’s Eighth Amended and Restated Certificate of Incorporation, as amended (the “Certificate”), to limit officer liability as permitted by Delaware law as described within the Company's definitive proxy statement dated December 8, 2025. As a result, the Company filed a Certificate of Amendment to the Certificate (the “Certificate of Amendment”) incorporating such amendments with the Secretary of State of the State of Delaware on January 28, 2026. The Certificate of Amendment became effective upon filing.

View on SEC.gov

Browse all governance changes →

VISA INC. filing history →

Source: SEC EDGAR

accession 0001403161-26-000029

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.