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2: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 411K
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Registrant’s Telephone Number, Including Area Code: (i650) i432-3200
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:
i☐
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iClass A Common Stock,
par value $0.0001 per share
iV
iNew York Stock Exchange
i1.500%
Senior Notes due 2026
iV26
iNew York Stock Exchange
i2.000%
Senior Notes due 2029
iV29
iNew York Stock Exchange
i2.375%
Senior Notes due 2034
iV34
iNew York Stock Exchange
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The board of directors of Visa Inc. (the “Company”) amended the Company’s Amended and Restated Bylaws
(as amended, the “Bylaws”), effective August 1, 2022. The amendments:
▪update and clarify certain aspects of the advance notice bylaws, including providing that stockholders seeking to use the advance notice process shall provide the following information upon the Company’s request: (1) updates to information previously submitted under the advance notice bylaws, so the information is current as of the meeting record date and as of 15 days prior to the meeting; and (2) a representation of
their intent to solicit support for nominees or proposals from a specified proportion of stockholders. (Article II, Section 2.6);
▪update certain provisions related to the conduct of stockholder meetings, including clarifying that: (1) the Company can postpone, reschedule or cancel stockholder meetings; (2) the number of nominees submitted by stockholders may not exceed the number of directors to be elected at a meeting; and (3) the meeting chairperson has authority to determine whether matters were properly brought before a meeting and if not, to declare that they will not be considered. (Article II, Sections 2.3, 2.4 and 2.16(d));
▪update the default voting threshold for stockholder approval to clarify that if a different or minimum voting
threshold applies, that threshold governs. (Article II, Section 2.10);
▪update various provisions of the Bylaws to make technical changes in light of the universal proxy rules adopted by the Securities and Exchange Commission and to reflect the Delaware General Corporation Law (“DGCL”), including recent DGCL amendments;
▪remove language providing that the Chief Executive Officer chairs board meetings in the chairperson’s absence because this is the responsibility of the Lead Director under the Bylaws and the Corporate Governance Guidelines. (Article V, Section 5.7); and
▪amend
the Bylaws to use gender neutral terms, and to include various immaterial modifications that provide clarification and consistency.
The foregoing description of the amendments is qualified in its entirety by reference to the Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference herein.
Cover
Page Interactive Data File (formatted as Inline XBRL)
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.
