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): November 13, 2019
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 13, 2019, the Board of Directors (the “Board”) of Visa Inc. (the “Company”), upon the recommendation of the Board’s Nominating and Corporate Governance Committee, increased the size of the Board from 10 to 11 members and appointed Ramon L. Laguarta to the Board, effective November 20, 2019, for a term that will expire at the Company’s 2020 Annual Meeting of Stockholders. A press release announcing Mr. Laguarta's appointment to the Board is attached as exhibit 99.1 hereto, and is incorporated herein by reference.
The Board determined that Mr. Laguarta is an independent director within the meaning of the New York Stock Exchange listing standards. Mr. Laguarta has also been appointed to the Board’s Audit and Risk Committee and Nominating and Corporate Governance Committee. There are no arrangements or understandings between Mr. Laguarta and any other persons pursuant to which he was selected as a director. There are no transactions involving the Company and Mr. Laguarta that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
Mr. Laguarta will receive compensation for his Board and any committee service in accordance with the Company’s standard compensation arrangements for non-employee directors which are described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 6, 2018, with the following subsequent changes: an annual equity grant date value of $215,000, effective as of the date of the Company’s 2020 Annual Meeting of Stockholders; and, effective as of October 1, 2019, an annual Board membership cash retainer of $110,000, and cash retainer of $15,000 for membership on the Nominating and Corporate Governance Committee.
The Company will enter into an indemnification agreement with Mr. Laguarta in the form of the Company’s standard form of indemnification agreement. Such form of indemnification agreement was included as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 25, 2012, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
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: November 13, 2019 | By: | /s/ Alfred F. Kelly, Jr. | ||
Alfred F. Kelly, Jr. Chairman and Chief Executive Officer | ||||
