8-K

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): July 22, 2009

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: (415) 932-2100

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 (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 27, 2009, Visa Inc. (the “Company”) issued a press release announcing, among other things, that John C. (Hans) Morris is stepping down as President of the Company. He will remain with the Company until the end of the year in a different capacity working with Mr. Saunders and helping to ensure a seamless transition.

A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

On July 27, 2009, the Company issued a press release announcing that its board of directors (the “Board”) had declared a quarterly dividend in the aggregate amount of $0.105 per share of class A common stock (determined in the case of class B and class C common stock on an as-converted basis) payable on September 1, 2009, to all holders of record of the Company’s class A, class B and class C common stock as of August 14, 2009.

Additionally, the Company announced that its 2010 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on January 20, 2010, with a record date of November 27, 2009. The Company’s stockholders as of the record date will be provided notice of Internet availability of proxy materials and will be entitled to vote at the Annual Meeting. As previously disclosed in the Company’s Current Report on Form 8-K dated April 21, 2009, and the Company’s Quarterly Report on Form 10-Q dated May 6, 2009, because the meeting date for the Annual Meeting represents a change of more than thirty (30) days from the anniversary of our 2009 annual meeting of stockholders held on April 21, 2009, any stockholder proposal that is submitted to be considered for inclusion in our proxy materials to be distributed for the Annual Meeting, pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, must be received by the Company by close of business on August 3, 2009. Proposals should be sent to our Corporate Secretary at our principal executive offices, Visa Inc., P.O. Box 8999, San Francisco, California 94128-8999 and must comply with the applicable requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in Company-sponsored proxy materials and our bylaws.

A stockholder proposal not included in our proxy statement for the Annual Meeting will not be eligible for presentation at the Annual Meeting unless the stockholder gives timely notice of the proposal in proper written form to our Corporate Secretary and otherwise complies with the provisions of our bylaws. For a stockholder notice to be timely under our bylaws, it must be delivered to or mailed and received at our principal executive offices at the above address not less than ninety (90) days nor more than one hundred twenty (120) days prior to the Annual Meeting. Please refer to the full text of our bylaws for additional information about the advance notice provisions and requirements as well as other information required to be in the stockholders’ notice.

A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release issued by Visa Inc., dated July 27, 2009
99.2	Press Release issued by Visa Inc., dated July 27, 2009

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: July 27, 2009
	By:	/s/ Joseph W. Saunders
		Joseph W. Saunders
		Chief Executive Officer and Chairman of the Board of Directors

EX-99.1

Exhibit 99.1

N E W S   R E L E A S E

Visa Streamlines Management Structure

SAN FRANCISCO, CA, July 27, 2009 – Joseph W. (Joe) Saunders, Chairman and Chief Executive Officer (CEO) of Visa Inc. (NYSE:V), today announced that he is reorganizing the company’s executive management team’s responsibilities to heighten organizational effectiveness and increase the pace of Visa’s global alignment.

“We’ve come a long way since October of 2007 when we merged five independent Visa operating regions, Visa International and its global payment processing subsidiary, Inovant, into one company called Visa Inc. and very successfully took the company public,” said Saunders. “Since the IPO, we’ve expanded our core debit and credit business, reduced operating costs by hundreds of millions of dollars, and heightened our focus on product innovation. We have met or exceeded most of the financial goals we established at the IPO, and continue to meet or exceed all our current financial guidance. As a growing and constantly evolving company, we will continually assess our management team structure and refine it as necessary to ensure that we continue to deliver value to clients and shareholders.”

In the new structure, the company’s global sales, client service, marketing, product development and innovation functions will be consolidated, effective immediately, under the leadership of John M. Partridge, Chief Operating Officer. With these critical business units more closely aligned, Visa will achieve greater integration, operating efficiencies and increased speed to market in delivering new products to clients.

John C. (Hans) Morris will step down as President, Visa Inc. He will remain with the company until the end of the year in a different capacity working with Mr. Saunders and helping to ensure a seamless transition to the new structure. Morris joined the newly formed Visa Inc. in 2007 and played a central role in the company’s successful IPO in 2008. Since then he has enhanced Visa’s client-facing operations, assisting the company in adopting more rigorous customer-centric models required by public companies, led its coordination with Visa Europe and played a significant role with many of Visa’s key client relationships.

“Hans played an important role as we created Visa Inc., executed the IPO and transitioned Visa to a high performing public company,” said Mr. Saunders. “We benefitted from his energy, insight and counsel.”

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About Visa Inc.

Visa Inc. operates the world’s largest retail electronic payments network providing processing services and payment product platforms. This includes consumer credit, debit, prepaid and commercial payments, which are offered under the Visa, Visa Electron, Interlink and PLUS brands. Visa enjoys unsurpassed acceptance around the world, and Visa/PLUS is one of the world’s largest global ATM networks, offering cash access in local currency in more than 170 countries. For more information, visit www.corporate.visa.com.

Forward Looking Statements

Certain statements contained in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. These statements can be identified by the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will” and similar expressions which are intended to identify forward-looking statements. In addition, any underlying assumptions are forward-looking statements. Such forward-looking statements include but are not limited to statements regarding certain of Visa’s goals and expectations with respect to adjusted earnings per share, revenue, adjusted operating margin, and free cash flow, and the growth rate in those items, as well as other measures of economic performance.

By their nature, forward-looking statements: (i) speak only as of the date they are made, (ii) are not guarantees of future performance or results and (iii) are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from those forward-looking statements as a result of a variety of factors, including all the risks discussed under the heading “Risk Factors” in our Prospectus dated March 18, 2008, filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(4) on March 19, 2008. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this press release. Unless required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.

Contact:

Media Relations: Paul Cohen, 415-932-2166

EX-99.2

Exhibit 99.2

N E W S   R E L E A S E

Visa Inc. Declares Dividend and Announces Record Date for 2010 Annual Meeting Date

SAN FRANCISCO, CA, July 27, 2009 – Visa Inc. (NYSE:V) today announced that its Board of Directors had declared a quarterly dividend in the aggregate amount of $0.105 per share of class A common stock (determined in the case of class B and class C common stock on an as-converted basis) payable on September 1, 2009, to all holders of record of the Company’s class A, class B and class C common stock as of August 14, 2009.

Additionally, the Company announced that its 2010 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on January 20, 2010, with a record date of November 27, 2009. The Company’s stockholders as of the record date will be provided notice of Internet availability of proxy materials and are entitled to vote at the Annual Meeting.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

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About Visa: Visa operates the world’s largest retail electronic payments network providing processing services and payment product platforms. This includes consumer credit, debit, prepaid and commercial payments, which are offered under the Visa, Visa Electron, Interlink and PLUS brands. Visa enjoys unsurpassed acceptance around the world and Visa/PLUS is one of the world’s largest global ATM networks, offering cash access in local currency in more than 170 countries. For more information, visit www.corporate.visa.com

Forward Looking Statements

Certain statements contained in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. These statements can be identified by the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will” and similar expressions which are intended to identify forward-looking statements. In addition, any underlying assumptions are forward-looking statements.

By their nature, forward-looking statements: (i) speak only as of the date they are made, (ii) are not guarantees of future performance or results and (iii) are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from those forward-looking statements as a result of a variety of factors, including all the risks discussed in Part 1, Item 1A – “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008 and any subsequent Quarterly Report on Form 10-Q. You are cautioned not to place undue reliance on such statements, which speak only as of the date of presentation. Unless required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.

Contacts:

Victoria Hyde-Dunn, Investor Relations

Visa Inc.

Tel: +1 415 932 2213

E-mail: ir@visa.com

Paul Cohen, Media Relations

Visa Inc.

Tel: +1 415 932 2166

E-mail: globalmedia@visa.com