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): December 12, 2012

VISA INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33977	26-0267673
(State or other jurisdiction of incorporation)	(Commission File No.)	(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 Instruction 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-2b)

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

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

Item 5.02(b)

On December 12, 2012, Visa Inc. (“Visa,” or the “Company”) announced that John M. Partridge, President of Visa Inc., will retire from the Company, effective March 31, 2013. Partridge will continue serving as President, and will provide transition and related services to the Company, through the date of his retirement. The Company is prepared to effect a smooth transition of duties.

The press release issued by the Company announcing Partridge’s retirement is furnished herewith and attached hereto as Exhibit 99.1.

Item 9.01.            Financial Statements and Exhibits.

       (d) Exhibits

Exhibit No.	Description
99.1	Press Release issued by the Company dated December 12, 2012.

SIGNATURE

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: December 12, 2012

VISA INC.
By:	/s/ Charles W. Scharf
Name:	Charles W. Scharf
Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Visa Announces Retirement of John Partridge, President of Visa Inc.

Foster City, CA, December 12 — Visa Inc. (NYSE: V) today announced that John Partridge will retire as the company’s president, effective March 31, 2013. In this role, Partridge leads the company’s technology, emerging product, processing and client services functions. Additionally, he spear-headed the integration of recent acquisitions, including CyberSource, PlaySpan and Fundamo.

John will continue to manage his portfolio of responsibilities through March, 2013 and work closely with Visa’s Chief Executive Officer, Charles W. Scharf, on a transition.

“I have known John for more than a decade and have tremendous respect for John’s leadership and all that he has accomplished at Visa,” said Charles W. Scharf, CEO of Visa Inc. “John and his teams have consistently delivered on our commitment to be the world’s most secure and reliable payments system, and I want to thank him for his years of dedication and service.”

During his 13 years with Visa, Mr. Partridge made several significant contributions to the company’s success and positioned Visa for future growth. Prior to his current role, Mr. Partridge served as chief operating officer of Visa Inc. and also led efforts to transform Visa from a membership association owned by financial institutions into a global, publicly traded company. He joined the company in 1999 as the first president and chief executive officer of Inovant — the company that owns and operates VisaNet, Visa’s electronic payment processing service.

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About Visa

Visa Inc. (NYSE:V) 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, visit http://www.corporate.visa.com.

Forward Looking Statements

This release contains forward–looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. By their nature, forward-looking statements: (i) speak only as of the date they are made, (ii) are neither statements of historical fact nor guarantees of future performance and (iii) are subject to risks, uncertainties, assumptions and changes in circumstances that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from those forward-looking statements because of a variety of factors including the factors discussed in our most recent Annual Report on Form 10–K on file with the U.S. Securities and Exchange Commission. You should not place undue reliance on such statements. Unless required to do so by law, we do not intend to update or revise any forward–looking statement, because of new information or future developments or otherwise.

Contacts

Investor Relations: Jack Carsky or Victoria Hyde-Dunn, 650-432-7644, ir@visa.com

Media Relations: Erica Harvill, 650-432-1211, eharvill@visa.com