Visa (V) Environmental, Social & Governance (ESG) Data

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PX14A6G

V Visa Inc

4 Jan 23

Letter to shareholders

2:29pm

Vote support at last AGM

The 2023 Annual Meeting of Stockholders of Visa Inc. (the "Company") was held on January 24, 2023, and the Company’s Class A common stockholders voted on five proposals that are described in detail in the Company's definitive proxy statement, dated December 1, 2022. Set forth below are the matters the stockholders voted on and the final voting results.

Proposal 1: Election of ten director nominees:

Nominee	Votes For	% For		Votes Against	% Against		Abstentions	Broker Non-Votes

Lloyd A. Carney	1,173,849,753	93.9	%	73,267,710	5.9	%	2,344,841	135,823,973
Kermit R. Crawford	1,243,509,987	99.5	%	4,716,367	0.4	%	1,235,950	135,823,973
Francisco Javier Fernández-Carbajal	1,216,681,658	97.4	%	31,709,059	2.5	%	1,071,587	135,823,973
Alfred F. Kelly, Jr.	1,210,372,657	96.9	%	38,021,962	3.0	%	1,067,685	135,823,973
Ramon Laguarta	1,234,875,423	98.8	%	13,499,973	1.1	%	1,086,908	135,823,973
Teri L. List	1,234,667,163	98.8	%	13,788,710	1.1	%	1,006,431	135,823,973
John F. Lundgren	1,229,224,445	98.4	%	19,182,400	1.5	%	1,055,459	135,823,973
Denise M. Morrison	1,217,665,850	97.5	%	30,651,781	2.5	%	1,144,673	135,823,973
Linda J. Rendle	1,238,761,234	99.1	%	9,706,915	0.8	%	994,155	135,823,973
Maynard G. Webb, Jr.	1,212,586,541	97.0	%	28,276,346	2.3	%	8,599,417	135,823,973

Each of the ten nominees was elected to the Company's Board of Directors, each to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected or until his or her earlier resignation or removal.

Proposal 2: Approval, on an advisory basis, of the compensation paid to our named executive officers:


Votes For:	1,120,862,119	89.7	%
Votes Against:	119,640,078	9.6	%
Abstentions:	8,960,107	0.7	%
Broker Non-Votes:	135,823,973

The proposal was approved.

Proposal 3: Advisory vote on the frequency of future advisory votes to approve executive compensation:


One Year:	1,237,711,436	99.2	%
Two Years:	1,476,518	0.1	%
Three Years:	8,754,461	0.7	%
Abstentions:	1,519,889

Based on the results of this advisory vote, and consistent with the Board’s recommendation, the Board has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.

Proposal 4: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year:


Votes For:	1,363,161,311	98.4	%
Votes Against:	20,871,134	1.5	%
Abstentions:	1,253,832	0.1	%

The appointment was ratified.

Proposal 5: Stockholder proposal requesting an independent board chair policy:


Votes For:	217,632,303	17.4	%
Votes Against:	945,671,501	75.7	%
Abstentions:	86,158,500	6.9	%
Broker Non-Votes:	135,823,973

The proposal was not approved.