Visa (NYSE: V) investors approve charter change, reject proposals

Rhea-AI Filing Summary

Visa Inc. reported results from its January 27, 2026 annual meeting, where shareholders approved amendments to its Certificate of Incorporation to limit officer liability as permitted by Delaware law. The amendments were filed on January 28, 2026 and incorporated into a Ninth Restated Certificate of Incorporation.

All eleven director nominees were elected, each receiving strong majority support. Shareholders also approved, on an advisory basis, compensation for named executive officers, and ratified KPMG LLP as independent auditor for the 2026 fiscal year.

Shareholders approved the charter amendments on officer liability with 1,183,880,632 votes for, representing 70.22% of shares outstanding. Four shareholder proposals—independent chair policy, written consent rights, a report on online sexual exploitation, and an inclusion ROI audit—were each rejected by wide margins.

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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

VISA INC.

(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						94128-8999
(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:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

V

New York Stock Exchange

1.500% Senior Notes due 2026

V26

New York Stock Exchange

2.250% Senior Notes due 2028

V28

New York Stock Exchange

2.000% Senior Notes due 2029

V29

New York Stock Exchange

3.125% Senior Notes due 2033

V33

New York Stock Exchange

2.375% Senior Notes due 2034

V34

New York Stock Exchange

3.500% Senior Notes due 2037

V37

New York Stock Exchange

3.875% Senior Notes due 2044

V44

New York Stock Exchange

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
3.1						Certificate of Amendment of the Eighth Restated Certificate of Incorporation of Visa Inc.
3.2						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

FAQ

What governance change did Visa (V) shareholders approve at the 2026 annual meeting?

Shareholders approved amendments to Visa’s Certificate of Incorporation to limit officer liability as permitted by Delaware law. The changes were implemented through a Certificate of Amendment and a Ninth Restated Certificate, both filed with Delaware’s Secretary of State on January 28, 2026.

Were all director nominees elected at Visa (V)’s January 27, 2026 annual meeting?

All eleven director nominees were elected to Visa’s board, each receiving strong majority support. For example, most nominees received around 98–99% of votes cast in favor, and each will serve until the next annual meeting or earlier resignation or removal.

How did Visa (V) shareholders vote on executive compensation in 2026?

Visa shareholders approved, on an advisory basis, compensation for named executive officers. The say-on-pay proposal received 1,216,862,538 votes for (93.28%), 83,979,071 votes against (6.43%), and 3,604,692 abstentions, with 135,601,868 broker non-votes recorded on the item.

Which auditor did Visa (V) shareholders ratify for the 2026 fiscal year?

Shareholders ratified KPMG LLP as Visa’s independent registered public accounting firm for the 2026 fiscal year. The ratification received 1,409,048,543 votes for (97.84%), 28,204,664 votes against (1.95%), and 2,794,962 abstentions, indicating broad support for continuing with KPMG.

Did Visa (V) shareholders approve an independent chair policy proposal?

No. The shareholder proposal requesting Visa’s board adopt a policy for an independent chair was not approved. It received 209,881,414 votes for (16.08%), 1,087,089,830 votes against (83.33%), and 7,475,057 abstentions, with 135,601,868 broker non-votes on the proposal.

How did Visa (V) shareholders vote on written consent and other social proposals?

Shareholders rejected proposals on shareholder written consent rights, a report on online sexual exploitation, and an inclusion ROI audit. Support ranged from 0.88% to 32.84% of votes cast, while opposing votes were between 66.82% and 98.16%, with consistent broker non-votes of 135,601,868.