---
schema_version: "secwatch.filing_event.v1"
accession: "0001403161-26-000029"
form_type: "8-K"
ticker: "V"
cik: "0001403161"
company_name: "VISA INC."
filed_at: "2026-01-28T23:59:59+00:00"
generated_at: "2026-05-16T06:56:43.859417+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001403161-26-000029
- form_type: 8-K
- ticker: V
- cik: 0001403161
- company_name: VISA INC.
- filed_at: 2026-01-28T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1403161/000140316126000029/0001403161-26-000029-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1403161/000140316126000029/v-20260127.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001403161-26-000029
- JSON: https://secwatch.observer/filing/0001403161-26-000029.json
- Plain text: https://secwatch.observer/filing/0001403161-26-000029.txt

## Source-grounded claims
- claim_id: 150647c51b04104379296ee576fa75fb873cb59d
  claim: 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).
  evidence_excerpt: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1403161/000140316126000029/0001403161-26-000029-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.