Visa Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Real Estate
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2026
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (650 ) 432-3200
N/A
(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:
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Visa Inc. (the “Company”) held its Annual Meeting of Shareholders on January 27, 2026 (the “Annual Meeting”). 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. The Company subsequently filed the Ninth Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on January 28, 2026 (the “Restated Certificate”), which became effective upon filing and only restates and integrates, but does not further amend, the Certificate.
The foregoing summary of the amendments to the Certificate does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment and the Restated Certificate.
Copies of the Certificate of Amendment and the Restated Certificate, in each case as filed with the Secretary of State of the State of Delaware on January 28, 2026, are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As described in Item 5.03 above, the Company held its Annual Meeting on January 27, 2026, and shareholders of the Company’s Class A common stock voted on eight proposals that are described in detail in the Company's definitive proxy statement, dated December 8, 2025. Set forth below are the matters the shareholders voted on and the final voting results.
Proposal 1: Election of eleven director nominees:
| Nominee | Votes For | % For | Votes Against | % Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||||||||||||
| Lloyd A. Carney | 1,287,703,707 | 98.92 | % | 13,947,860 | 1.07 | % | 2,794,734 | 135,601,868 | ||||||||||||||||||||||||||||||
| Kermit R. Crawford | 1,278,687,924 | 98.23 | % | 22,942,457 | 1.76 | % | 2,815,920 | 135,601,868 | ||||||||||||||||||||||||||||||
| Francisco Javier Fernández-Carbajal | 1,276,637,161 | 98.20 | % | 23,378,442 | 1.79 | % | 4,430,698 | 135,601,868 | ||||||||||||||||||||||||||||||
| Teri L. List | 1,293,551,732 | 99.37 | % | 8,125,924 | 0.62 | % | 2,768,645 | 135,601,868 | ||||||||||||||||||||||||||||||
| John F. Lundgren | 1,278,758,107 | 98.24 | % | 22,897,790 | 1.75 | % | 2,790,404 | 135,601,868 | ||||||||||||||||||||||||||||||
| Ryan McInerney | 1,296,466,548 | 99.64 | % | 4,618,922 | 0.35 | % | 3,360,831 | 135,601,868 | ||||||||||||||||||||||||||||||
| Denise M. Morrison | 1,280,658,602 | 98.42 | % | 20,522,609 | 1.57 | % | 3,265,090 | 135,601,868 | ||||||||||||||||||||||||||||||
| Pamela Murphy | 1,293,264,540 | 99.35 | % | 8,438,094 | 0.64 | % | 2,743,667 | 135,601,868 | ||||||||||||||||||||||||||||||
| William Ready | 1,033,666,299 | 79.52 | % | 266,121,697 | 20.47 | % | 4,658,305 | 135,601,868 | ||||||||||||||||||||||||||||||
| Linda J. Rendle | 1,292,612,853 | 99.30 | % | 9,082,934 | 0.69 | % | 2,750,514 | 135,601,868 | ||||||||||||||||||||||||||||||
| Maynard G. Webb, Jr. | 1,285,475,088 | 98.75 | % | 16,166,706 | 1.24 | % | 2,804,507 | 135,601,868 | ||||||||||||||||||||||||||||||
Each of the eleven nominees was elected to the Board, each to hold office until the next annual meeting of shareholders and until his or her successor has been duly elected or until his or her earlier resignation or removal.
Proposal 2: Approval, on an advisory basis, of compensation paid to the Company's named executive officers:
Number of Votes | Percentage | ||||||||||
| Votes For: | 1,216,862,538 | 93.28 | % | ||||||||
| Votes Against: | 83,979,071 | 6.43 | % | ||||||||
| Abstentions: | 3,604,692 | 0.27 | % | ||||||||
| Broker Non-Votes: | 135,601,868 | ||||||||||
The proposal was approved.
Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year:
| Number of Votes | Percentage | ||||||||||
| Votes For: | 1,409,048,543 | 97.84 | % | ||||||||
| Votes Against: | 28,204,664 | 1.95 | % | ||||||||
| Abstentions: | 2,794,962 | 0.19 | % | ||||||||
The appointment was ratified.
Proposal 4: Approval of amendments to our Eighth Restated Certificate of Incorporation to limit officer liability as permitted by Delaware law.
Number of Votes | Percentage of Shares Outstanding | ||||||||||
| Votes For: | 1,183,880,632 | 70.22 | % | ||||||||
| Votes Against: | 117,388,382 | 6.96 | % | ||||||||
| Abstentions: | 3,177,287 | 0.18 | % | ||||||||
| Broker Non-Votes: | 135,601,868 | ||||||||||
The proposal was approved.
Proposal 5: Shareholder proposal requesting the Board to adopt a policy for an independent chair:
| Number of Votes | Percentage | ||||||||||
| Votes For: | 209,881,414 | 16.08 | % | ||||||||
| Votes Against: | 1,087,089,830 | 83.33 | % | ||||||||
| Abstentions: | 7,475,057 | 0.57 | % | ||||||||
| Broker Non-Votes: | 135,601,868 | ||||||||||
The proposal was not approved.
Proposal 6: Shareholder proposal on shareholder right to act by written consent:
| Number of Votes | Percentage | ||||||||||
| Votes For: | 428,461,601 | 32.84 | % | ||||||||
| Votes Against: | 871,721,817 | 66.82 | % | ||||||||
| Abstentions: | 4,262,883 | 0.32 | % | ||||||||
| Broker Non-Votes: | 135,601,868 | ||||||||||
The proposal was not approved.
Proposal 7: Shareholder proposal on report on online sexual exploitation:
| Number of Votes | Percentage | ||||||||||
| Votes For: | 104,162,212 | 7.98 | % | ||||||||
| Votes Against: | 1,184,128,251 | 90.77 | % | ||||||||
| Abstentions: | 16,155,838 | 1.23 | % | ||||||||
| Broker Non-Votes: | 135,601,868 | ||||||||||
The proposal was not approved.
Proposal 8: Shareholder proposal on inclusion ROI audit:
| Number of Votes | Percentage | ||||||||||
| Votes For: | 11,582,476 | 0.88 | % | ||||||||
| Votes Against: | 1,280,498,751 | 98.16 | % | ||||||||
| Abstentions: | 12,365,074 | 0.94 | % | ||||||||
| Broker Non-Votes: | 135,601,868 | ||||||||||
The proposal was not approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
Certificate of Amendment of the Eighth Restated Certificate of Incorporation of Visa Inc. | ||||||||
| Ninth Restated Certificate of Incorporation of Visa Inc. | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
SIGNATURES
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.
| VISA INC. | |||||||||||||||||
| Date: | January 28, 2026 | By: | /s/ Kelly Mahon Tullier | ||||||||||||||
| Kelly Mahon Tullier Vice Chair, Chief People and Corporate Affairs Officer, and Corporate Secretary | |||||||||||||||||