Information About Solicitation and Voting
This proxy is solicited on behalf of the Board for use at the Annual Meeting to be held at the Crown Plaza Hotel, 1221 Chess Drive, Foster City, California 94404 on Tuesday, January 31, 2017 at 8:30 a.m. Pacific Time, and any adjournment or postponement thereof. We will provide a live and re-playable webcast of the Annual Meeting, which will be available on the Events Calendar section of our Investor Relations website at http://investor.visa.com.
Who Can Vote
Visa’s Class A common stockholders of record at the close off business on December 2, 2016 will be entitled to vote at the Annual Meeting on the basis of one vote for each share held. On December 2, 2016, there were 1,854,961,463 shares of Class A common stock outstanding.
Stockholder of Record: Shares Registered in Your Name
If on December 2, 2016, your shares were registered directly in your name with our transfer agent, Wells Fargo Shareowner Services, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote over the Internet or by telephone, or if you received paper proxy materials by mail, by filling out and returning the proxy card.
For questions regarding your stock ownership, you may contact our transfer agent, Wells Fargo Shareowner Services, by telephone at (866) 456-9417 (within the U.S.) or +1 (651) 306-4433 (outside the U.S.).
Beneficial Owner: Shares Registered in the Name of a Broker or Nominee
If on December 2, 2016, your shares of Class A common stock were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and it has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.
How to Vote
If you are a stockholder of record there are several ways for you to vote your shares:
- By mail. If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than January 29, 2017 to be voted at the Annual Meeting.
- By telephone or via the Internet. Instructions are shown on your Notice of Internet Availability or proxy card.
- In person at the Annual Meeting. You may vote your shares in person at the Annual Meeting. Even if you plan to attend the Annual Meeting in person, we recommend that you also submit your proxy card or vote by telephone or via the Internet by the applicable deadline so that your vote will be counted if you later decide not to attend the meeting.
If you are a beneficial owner of shares of Class A common stock, you should receive a Notice of Internet Availability of Proxy Materials or voting instructions from the broker or other nominee holding your shares. You should follow the instructions in the Notice or the voting instructions provided by your broker or nominee in order to instruct your broker or nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker or nominee. Shares held beneficially may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker or nominee giving you the right to vote the shares.
If the Annual Meeting is adjourned or postponed, your proxy will still be effective and will be voted at the rescheduled or adjourned Annual Meeting. You will still be able to change or revoke your proxy until the rescheduled or adjourned Annual Meeting.
Change or Revoke a Proxy or Vote
If you are a stockholder of record, you may change or revoke your vote before the completion of voting at the Annual Meeting by:
- signing and returning a new proxy card with a later date;
- submitting a later-dated vote by telephone or via the Internet, since only your latest telephone or Internet vote received by 11:59 p.m. Eastern Time on January 30, 2016 will be counted;
- attending the Annual Meeting in person and voting again (your attendance at the Annual Meeting without further action will not revoke your vote); or
- delivering a written revocation to our Corporate Secretary at Visa Inc., P.O. Box 193243, San Francisco, CA 94119, before the Annual Meeting.
If you are a beneficial owner of Class A common stock, you must follow the instructions provided by the broker or other nominee holding your shares for changing your vote.
How Proxies are Voted
If you are a Class A stockholder of record and you submit a proxy card, but you do not provide voting instructions on the card, your shares will be voted:
- FOR the election of the nine director nominees named in this proxy statement;
- FOR the approval, on an advisory basis, of the compensation paid to our named executive officers;
- ANNUAL on the frequency of future advisory votes on executive compensation; and
- FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2017.
If you are a beneficial owner of Class A common stock and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or nominee will determine if it has the discretionary authority to vote on your behalf. Under the NYSE’s rules, brokers and nominees have the discretion to vote on routine matters such as proposal 4, but do not have discretion to vote on non-routine matters such as proposals 1-3. Therefore, if you do not provide voting instructions to your broker or nominee, your broker or nominee may only vote your shares on proposal 4 and any other routine matters properly presented for a vote at the Annual Meeting.
Brokers or other nominees who hold shares of our Class A common stock for a beneficial owner have the discretion to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares.
A quorum is required to transact business at our Annual Meeting. Stockholders of record holding at least a majority of the outstanding shares of Class A common stock represented at the Annual Meeting either in person or by proxy to constitute a quorum. If you have returned valid proxy instructions or attend the meeting in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you abstain from voting on some or all matters introduced at the meeting. In addition, broker non-votes will be treated as present for purposes of determining whether a quorum is present.
The vote required to approve each proposal is set forth below.
|Proposal||Vote Required||Impact of Broker Non-Votes||Impact of Abstentions|
|1 - Election of Directors||Majority of the Class A Shares Cast for Each Director Nominee||No Impact||No Impact|
|2 - Approval, on an advisory basis, of the compensation paid to our named executive officers||Majority of the Class A Shares Entitled to Vote and Present in Person or Represented by Proxy at the Annual Meeting||No Impact||Counts Against|
|3 - Vote on the frequency of future advisory votes on executive compensation||The frequency (every one year, two years or three years) receiving the greatest number of votes will be considered the frequency recommended by stockholders.||No Impact||No Impact|
|4 - Ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal year 2017||Majority of the Class A Shares Entitled to Vote and Present in Person or Represented by Proxy at the Annual Meeting||Not Applicable||Counts Against|
We will bear the expense of soliciting proxies. We have retained D. F. King & Co. to solicit proxies for a fee of $11,000 plus a reasonable amount to cover expenses. Proxies may also be solicited in person, by telephone or electronically by Visa personnel who will not receive additional compensation for such solicitation. Copies of proxy materials and the fiscal year 2016 Annual Report will be supplied to brokers and other nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse such brokers or other nominees for their reasonable expenses.
Broadridge Financial Solutions, Inc. has been engaged as our independent agent to receive and tabulate stockholder votes. Broadridge will separately tabulate FOR, AGAINST and ABSTAIN votes, and broker non-votes. We also have retained an independent inspector of election, who will certify the election results and perform any other acts required by the General Corporation Law of the State of Delaware.
Preliminary results will be announced at the Annual Meeting. Final results will be published in a current report on Form 8-K to be filed with the SEC within four business days of the Annual Meeting.
Viewing the List of Stockholders
Stockholders at the close of business on the Record Date may examine a list of all stockholders as of the Record Date for any purpose germane to the Annual Meeting for ten days preceding the Annual Meeting, at our offices in Foster City, California or at the Annual Meeting. If you would like to view the stockholder list, please call our Investor Relations Department at (650) 432-7644 to schedule an appointment.
Attending the Meeting
If you are a stockholder Of record on the Record Date and plan to attend the Annual Meeting in person, you must contact our Investor Relations Department at (650) 432-7644 by January 27, 2016 to reserve a seat. Stockholders who plan on attending the Annual Meeting will be required to:
- bring a form Of government-issued photo identification, such as a driver’s license, state-issued identification card, or passport; and
- provide proof Of stock ownership as Of the Record Date, such as an account or brokerage statement showing ownership as of the Record Date.
Anyone seeking admittance to the Annual Meeting who cannot prove ownership or representation as of the close of business on the Record Date, or who has not reserved a seat in advance, may not be admitted.
When you arrive, signs will direct you to the meeting room. Due to security measures, all bags will be subject to search, and all persons who attend the Annual Meeting may be subject to a metal detector or a hand wand search. We will be unable to admit anyone who does not comply with these security procedures. We will not permit the use of cameras (including cell phones with photographic or video capabilities) and other recording devices in the meeting room. If you need assistance at the meeting because of a disability, please call our Investor Relations Department at (650) 432-7644, at least two weeks in advance of the meeting. Please visit the Investor Relations page of our website at http://investor.visa.com for directions to the Crowne Plaza Hotel, 1221 Chess Drive, Foster City, CA 94404.