The Company is pleased to announce that the stockholders:
- Approved amendments to the Company's Certificate of Incorporation to declassify the Board of Directors, effective at the 2011 annual meeting;
- Approved amendments to the Company's Certificate of Incorporation to implement a majority vote standard in uncontested elections of Directors, effective at the 2012 annual meeting;
- Elected Gary P. Coughlan, Mary B. Cranston, Francisco Javier Fernandez-Carbajal, Robert W. Matschullat, Cathy E. Minehan,Suzanne Nora Johnson, David J. Pang, Joseph Saunders, William S. Shanahan and John A. Swainson to serve as members of the Company's Board of Directors for a one year term until the 2012 annual meeting;
- On an advisory basis, approved the compensation of the Company's named executive officers as described in the Company's proxy statement;
- On an advisory basis, selected an annual advisory vote on executive compensation;
- Approved the amended and restated Visa Inc. Incentive Plan; and
- Ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for its fiscal year 2011.
During fiscal year 2010, Visa's Nominating and Corporate Governance Committee and Board of Directors undertook a review of the board's size and composition. After careful consideration, in October 2010, the board, acting on the recommendation of the Nominating and Corporate Governance Committee, decided to reduce its overall size from 17 directors to ten directors, effective from and after the day of the 2011 annual meeting. As a result, Directors Hani Al-Qadi, Charles T. Doyle, Peter Hawkins, David I. McKay, Charles W. Scharf and Segismundo Schulin-Zeuthen, whose terms expired at the annual meeting, did not stand for re-election at the annual meeting.
"Messrs. Al-Qadi, Doyle, Hawkins, McKay, Scharf and Schulin-Zeuthen have served as valuable members and trusted advisors to our Board of Directors for many years," said Joseph Saunders, Chairman and Chief Executive Officer of Visa Inc. "We are very grateful to them for their contributions and accordingly, they have been named honorary Founding Directors.”
About Visa
Visa is a global payments technology company that connects consumers, businesses, financial institutions and governments in more than 200 countries and territories to fast, secure and reliable digital currency. Underpinning digital currency is one of the world's most advanced processing networks—VisaNet—that is capable of handling more than 20,000 transaction messages a second, with fraud protection for consumers and guaranteed payment for merchants. Visa is not a bank and does not issue cards, extend credit or set rates and fees for consumers. Visa's innovations, however, enable its financial institution customers to offer consumers more choices: pay now with debit, ahead of time with prepaid or later with credit products. For more information, visitwww.corporate.visa.com.
www.ePINDebit.comwww.e-PINDebit.com www.iPINDebit.com www.PINDebit.mobi
