Form 8-K VISA INC. For: Jun 11

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): June 11, 2015

 

 

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 (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))

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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.

(d) On June 11, 2015, the Board of Directors (the “Board”) of Visa Inc. (the “Company”), upon recommendation of the Board’s Nominating and Corporate Governance Committee, increased the size of the board from 11 to 12 members and elected Lloyd A. Carney to the Board effective immediately for a term continuing to the Company’s 2016 Annual Meeting of Stockholders. The Board determined that Mr. Carney will be an independent director within the meaning of the New York Stock Exchange listing standards. Mr. Carney was appointed to the Audit and Risk Committee of the Board.

There are no arrangements or understandings between Mr. Carney and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. Carney that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Mr. Carney will receive compensation for his Board and 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 (the “Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission on December 12, 2014. Since the Proxy Statement was filed, the annual cash retainer as well as the equity-based retainer for non-employee directors each increased by $5,000 and the annual committee cash retainer for members of the Audit and Risk Committee increased by $5,000. The Company will enter into an indemnification agreement with Mr. Carney 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 Securities and Exchange Commission on October 25, 2012, and is incorporated herein by reference.

A copy of the press release with respect to the appointment of Mr. Carney is attached hereto as Exhibit 99.1 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 June 12, 2015

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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: June 12, 2015
				By:		/s/ Charles W. Scharf
						Charles W. Scharf
						Chief Executive Officer

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release issued by Visa Inc., dated June 12, 2015

Exhibit 99.1

 

 

 

 

Visa Inc. Elects Lloyd A. Carney to its Board of Directors

 

 

FOSTER CITY, CALIFORNIA, June 12, 2015 -- Visa Inc. (NYSE: V) announced today that its Board of Directors has elected Lloyd A. Carney as a new independent director, effective June 11, 2015. Mr. Carney will also serve as a member of the Board’s Audit and Risk Committee.

Mr. Carney was appointed Chief Executive Officer (CEO) and a director of Brocade Communications Systems, Inc., a global supplier of networking hardware and software, in January 2013. Prior to this role, he was CEO and a director of Xsigo Systems, an information technology and hardware company, from 2008 to 2012. He also served as CEO and chairman of the board of directors of Micromuse, Inc., a networking management software company, acquired by IBM, from 2003 to 2006. During his career, Mr. Carney held senior leadership roles at Juniper Networks, Inc., Nortel Networks Inc., and Bay Networks, Inc. He was previously a director of Cypress Semiconductor Corporation and Technicolor S.A.

“I am pleased that after a thoughtful search the Board has chosen Lloyd to join Visa’s Board of Directors,” said Charlie Scharf, Chief Executive Officer of Visa Inc. “Lloyd brings tremendous depth of knowledge in technology networks that will be invaluable to us as we continuously evolve our network to bring new, secure, innovative payment experiences to Visa cardholders and clients in more than 200 countries and regions globally.”

This new appointment brings Visa’s total Board of Directors to twelve members. Other members of the Visa Inc. Board of Directors can be viewed on our Investor Relations website: http://investor.visa.com/corporate-governance/board-of-directors/

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About Visa Inc.

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 electronic payments. We operate one of the world’s most advanced processing networks — VisaNet — that is capable of handling more than 56,000 transaction messages a second, with fraud protection for consumers and assured 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, pay ahead of time with prepaid or pay later with credit products. For more information, visit usa.visa.com/about-visa, visacorporate.tumblr.com and @VisaNews.

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Contacts

Investor Relations: Jack Carsky or Victoria Hyde-Dunn, 650-432-7644, [email protected]

Media Relations: John Earnhardt, 415-805-4949, [email protected]

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