Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2014




(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

(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 432-3200


(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))

Item 5.07 Submission of Matters to a Vote of Security Holders.

Visa Inc. (the “Company”) held its Annual Meeting of Stockholders on January 29, 2014 (the “Annual Meeting”). Only holders of the Company’s class A common stock at the close of business on December 3, 2013 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 505,850,306 shares of class A common stock entitled to vote. A total of 409,625,337 shares of class A common stock (80.97%), constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

The stockholders voted on three proposals at the Annual Meeting. The proposals are described in detail in the Company’s definitive proxy statement dated December 13, 2013.

Proposal 1: The Company’s stockholders elected eleven directors to the board to serve for a one year term until the 2015 annual meeting of stockholders. The votes regarding this proposal were as follows:





     For    Against    Abstain    Broker

Mary B. Cranston

   324,358,449    43,732,983    2,442,068    39,091,837

Francisco Javier

   332,925,695    35,154,122    2,453,683    39,091,837

Alfred F. Kelly, Jr.

   368,247,269      1,375,768       910,463    39,091,837

Robert W. Matschullat

   369,308,361         310,381       914,758    39,091,837

Cathy E. Minehan

   369,069,937         558,597       904,966    39,091,837

Suzanne Nora Johnson

   368,016,795      1,612,058       904,647    39,091,837

David J. Pang

   369,300,721         322,465       910,314    39,091,837

Charles W. Scharf

   369,250,821         375,479       907,200    39,091,837

William S. Shanahan

   369,124,811         501,875       906,814    39,091,837

John A. C. Swainson

   369,009,863         617,926       905,711    39,091,837

Maynard G. Webb, Jr.

   369,043,797         579,741       909,962    39,091,837


Proposal 2: The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:








      Broker Non-Votes      


  8,573,272   1,199,355   39,091,837



Proposal 3: The Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2014. There were no broker non-votes with respect to this proposal. The votes regarding this proposal were as follows:










  2,014,316   1,114,579


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.


Date: January 29, 2014    

/s/ Charles W. Scharf


Charles W. Scharf

Chief Executive Officer