UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx Filed by a Party other than the Registrant¨
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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
VISA INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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*** Exercise YourRight to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on January 27, 2011.
| VISA INC. |
Meeting Information | |||||
Meeting Type: Annual Meeting | ||||||
For holders as of: December 3, 2010 | ||||||
Date: January 27, 2011 | Time:8:30 a.m. Pacific Time | |||||
Location: Le Méridien Hotel | ||||||
333 Battery Street | ||||||
San Francisco, California 94111
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You are receiving this communication because you hold shares in the above named company. | ||||||
VISA INC. P.O. BOX 8999 SAN FRANCISCO, CA 94128-8999 ATT: VICTORIA HYDE-DUNN | This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online atwww.proxyvote.comor easily request a paper copy (see reverse side). | |||||
 | We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting instructions. | ||||||
— Before You Vote — How to Access the Proxy Materials | ||||||
| Proxy Materials Available to VIEW or RECEIVE: | ||||||
| NOTICE AND PROXY STATEMENT | ANNUAL REPORT | |||||
How to View Online: Have the information that is printed in the box marked by the arrow How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: | ||||||
1)BY INTERNET: | www.proxyvote.com | |||||
2)BY TELEPHONE: | 1-800-579-1639 | |||||
3)BY E-MAIL*: | sendmaterial@proxyvote.com | |||||
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before January 13, 2011 to facilitate timely delivery.
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Vote In Person:Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
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Vote By Mail:You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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(located on the following page) and visit:www.proxyvote.com.
| Voting Items
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The Board of Directors recommends you vote FOR the following proposals: | ||||||||||||||||
1. |
To amend the Company’s Certificate of Incorporation to declassify the Board of Directors. | The Board of Directors recommends you vote for a 1 year frequency: | ||||||||||||||
2. |
To amend the Company’s Certificate of Incorporation to implement a majority vote standard in uncontested elections of Directors. | 6. | An advisory vote on the frequency of holding an advisory vote on executive compensation. | |||||||||||||
The Board of Directors recommends that you vote FOR each of the nominees: |
The Board of Directors recommends you vote FOR the following proposals: | |||||||||||||||
3. |
If Proposal 1 to declassify the Board of Directors is approved, to elect the ten Directors nominated by the Board of Directors. |
7. |
To approve the Visa Inc. Incentive Plan, as amended and restated. | |||||||||||||
8. |
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2011. | |||||||||||||||
Nominees: | ||||||||||||||||
01) |
Gary P. Coughlan |
06) |
Suzanne Nora Johnson | |||||||||||||
02) | Mary B. Cranston | 07) | David J. Pang | |||||||||||||
03) | Francisco Javier Fernandez-Carbajal | 08) | Joseph W. Saunders | |||||||||||||
04) | Robert W. Matschullat | 09) | William S. Shanahan |
NOTE:Such other business as may properly come before the meeting or any adjournment thereof. | ||||||||||||
05) | Cathy E. Minehan | 10) | John A. Swainson | |||||||||||||
4. |
If Proposal 1 to declassify the Board of Directors is not approved, to elect the three Class I Directors nominated by the Board of Directors to serve until the Company’s 2014 annual meeting of stockholders. | �� | ||||||||||||||
Nominees: | ||||||||||||||||
11) |
Suzanne Nora Johnson | |||||||||||||||
12) | Joseph W. Saunders | |||||||||||||||
 | 13) | John A. Swainson | ||||||||||||||
The Board of Directors recommends you vote FOR the following proposal: | ||||||||||||||||
5. |
An advisory vote on executive compensation. | |||||||||||||||
