VISA, INC. 
Corrected Transcript
26-Jan-2021
Visa, Inc. (V)
Annual General Meeting
Total Pages: 14 | |
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Visa, Inc. (V) | Corrected Transcript |
Annual General Meeting | 26-Jan-2021 |
CORPORATE PARTICIPANTS
Kelly Mahon Tullier
Executive Vice President, General Counsel & Corporate Secretary, Visa, Inc.
Alfred F. Kelly
Chairman & Chief Executive Officer, Visa, Inc.
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MANAGEMENT DISCUSSION SECTION
Operator: Good morning. Welcome to the Visa Incorporated Annual Meeting of Stockholders. I would now like to turn the conference over to Al Kelly. Please go ahead.
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Alfred F. Kelly
Chairman & Chief Executive Officer, Visa, Inc.
Good morning everybody, I'm Al Kelly, the Chief Executive Officer and Chairman of the Board of Directors of Visa Inc. On behalf of the Board, our management team and all the employees of Visa, it is my pleasure to welcome you to our 2021 Annual Meeting of Stockholders. As Chairman, I now call the meeting to order.
As described in our proxy materials, we are holding a virtual annual meeting of stockholders this year rather than an in-person meeting, in light of the ongoing COVID-19 pandemic and in order to protect the health and safety of our stockholders, directors, officers, employees, and other stakeholders. Today's meeting is being recorded and a replay will be available on the Investor Relations website.
We're excited to host today's meeting through this virtual online platform, which allows us to open access and participation in the meeting to stockholders around the world. Please remember that you may vote your shares online any time during this meeting prior to the closing of the polls.
Before proceeding with the business of the meeting, I'd like to note that all of our directors and a number of our key executives are in attendance virtually today. Also with us this morning are Charles Lynch and Allan Telmo of KPMG, our independent registered public accounting firm. They will be available to answer questions, as needed, later in the meeting.
At this time, Kelly Mahon Tullier, Executive Vice President, Chief Legal, and Administrative Officer and Corporate Secretary of Visa, will conduct the formal portion of this meeting and record the minutes. Then I will present an overview of Visa's fiscal 2020 results and business strategy. And then we'll address any questions you have.
Kelly, over to you.
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Kelly Mahon Tullier
Executive Vice President, General Counsel & Corporate Secretary, Visa, Inc.
Thank you, Al. Good morning.
The agenda and rules of conduct for the meeting are posted on the online meeting platform in the Meeting Material section and outline how we will proceed with today's meeting. In order to allow for an orderly meeting and to permit enough time for questions, we ask that you abide by these rules.
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Visa, Inc. (V) | Corrected Transcript |
Annual General Meeting | 26-Jan-2021 |
After the proposals are presented, we will answer questions received regarding the seven proposals being voted on at today's meeting. There will also be a business question-and-answer period after Al's presentation. If you would like to ask a question and you've not already submitted one online, please type your question into the Ask a Question field and click Submit or call the toll free number listed in the proxy statement.
If you plan to ask a question over the phone, please limit your remarks to two minutes. If you're a stockholder listening on the phone, please press star one on your keypad in order to ask a question. Please also be sure to mute your computer or other device you are using to listen to the meeting while asking your question. Out of consideration for others, please limit yourself to two questions. Questions will be subject to the rules of conduct of the meeting. In case we are unable to answer all questions submitted due to time constraints, we'll post answers to all questions submitted in writing on our website as soon as practicable.
We have an affidavit from Broadridge certifying that the stockholders of record as of November 27, 2020 were mailed a notice of Internet availability of proxy materials on or about December 3, 2020. The affidavit of mailing and notice will be filed with the minutes of this meeting.
Andrew Wilcox, on behalf of Broadridge, has been appointed to serve as inspector of election. Mr. Wilcox has taken the oath of office and is prepared to serve. Mr. Wilcox has advised me that we have present in person or by proxy a sufficient number of shares to constitute a quorum. Accordingly, the meeting is duly constituted and we may proceed with business.
It is 8:33 AM on January 26 and the polls are now open for voting. They will close at the conclusion of the formal portion of this meeting. Until the polls close, any stockholder may revoke or change his or her vote on any matter. However, once the polls close, no further proxies or votes or any revocations or changes will be accepted.
There are seven proposals on the agenda today, including two proposals submitted by stockholders. Stockholders with control numbers can vote online now by pressing the Vote Here button located on the lower portion of your screen. You do not need to take any further action if you have already voted and do not wish to change your vote. For the stockholder representative presenting a proposal, please state your name and verify that you are a stockholder or a representative of a stockholder. As required under the rules of conduct for the meeting, presenters are required to keep their presentations to five minutes in the interest of time.
The first proposal is to elect 12 directors to Visa's Board of Directors. The board nominees for election to the Board of Directors are Lloyd Carney, Mary Cranston, Francisco Javier Fernández-Carbajal, Alfred Kelly, Ramon Laguarta, John Lundgren, Robert Matschullat, Denise Morrison, Suzanne Nora Johnson, Linda Rendle, John Swainson, and Maynard Webb. We did not receive any other nominations for director. As indicated in the proxy statement, the board recommends that the stockholders elect the director nominees.
The second proposal is an advisory vote to approve the compensation of our named executive officers. As indicated in the proxy statement, the board recommends that stockholders vote in favor of this proposal.
The third proposal is to ratify the appointment of KPMG LLP to serve as Visa's independent registered public accounting firm for the 2021 fiscal year. The Audit and Risk Committee reappointed KPMG to serve as Visa's independent registered public accounting firm for the 2021 fiscal year and seeks ratification of the appointment by the stockholders. As mentioned previously, representatives of KPMG are participating and are available to answer questions you may have during the business Q&A session.
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1-877-FACTSET www.callstreet.com | Copyright © 2001-2021 FactSet CallStreet, LLC |
Visa, Inc. (V) | Corrected Transcript |
Annual General Meeting | 26-Jan-2021 |
The fourth proposal is to approve the Visa, Inc. 2007 Equity Incentive Compensation Plan as amended and restated. As indicated in the proxy statement, the board recommends that the stockholders vote in favor of this proposal.
The fifth proposal is to approve an amendment to our Certificate of Incorporation to enable the adoption of a special meeting right for Class A common stockholders. As indicated in the proxy statement, the board recommends that the stockholders vote in favor of this proposal.
The sixth proposal is a stockholder proposal requesting the right for stockholders to act by written consent if properly represented.
As required under the rules of conduct for the meeting, the introduction and presentation of the proposal will be limited to five minutes. Operator, please open the phone lines for [ph] Mr. Chevedden. Welcome, Mr. Chevedden. (00:06:13) Please introduce your proposal and make a brief supporting statement.
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Unverified Participant
Hello. This is [ph] John Chevedden. (00:06:20) Can you hear me okay?
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Kelly Mahon Tullier
Executive Vice President, General Counsel & Corporate Secretary, Visa, Inc.
Yes, we can.
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Unverified Participant
Okay. This is Proposal 6: Adopt a Mainstream Shareholder Right - Written Consent.
Shareholders request that our board of directors take the steps necessary to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting.
Hundreds of major companies enable shareholder action by written consent. This proposal topic won majority shareholder support at 13 large companies in a single year. This included 67% support at both Allstate and Sprint. This proposal topic also won 63% support at Cigna in 2019. This proposal topic would have received still higher votes if more shareholders had access to independent proxy voting advice.
Taking action by written consent is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director. For instance, Mr. Lloyd Carney, who chaired the Visa Audit Committee, received 25 times as many negative votes as each of his peers on the Visa Board in 2020. This proposal is already somewhat successful because it triggered management to adopt a shareholder right to call a special shareholder meeting, which is Proposal 5.
Management is telling a white lie regarding the reason management put Proposal 5 on the ballot. Proposal 5 is at least a baby step forward. However, Proposal 5 will result in adding 2,000 convoluted bylaw words to restrict the right that [ph] is supposedly granted (00:08:15) to shareholders. The 2,000 convoluted words may be an indication that shareholders will not have a meaningful right to call a special meeting.
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Visa Inc. published this content on 28 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 January 2021 04:29:02 UTC.
