VISA Inc.

Credit Services • Financial Services • San Francisco, CA, United States • V (NYQ)

650 432 3200 P.O. Box 8999, San Francisco, CA 94128-8999, United States

Quarter: Q1 2026 Reported: January 29, 2026 Sentiment: Positive

Visa Inc. operates as a payment technology company in the United States and internationally. The company operates VisaNet, a transaction processing network that enables authorization, clearing, and settlement of payment transactions. It also offers credit, debit, and prepaid card products; tap to pay, tokenization, and click to pay services; Visa Direct, a platform which facilitates money movement, enabling clients to collect, hold, convert, and send funds across its network; and issuing solutions, such as airport lounge access, dining reservations, shopping experiences, event tickets, and seller offers. In addition, the company provides acceptance solutions, an omnichannel payment integration with e-commerce platforms; risk detection and prevention solutions; and advisory and other services comprising consulting practice, proprietary analytics models, data scientists and economists, marketing services, and managed services. It provides its services under the Visa, Visa Electron, V PAY, Interlink, and PLUS brands. The company serves consumers, sellers, financial institutions, and government entities. Visa Inc. was founded in 1958 and is headquartered in San Francisco, California.

Analysis Summary

Visa Inc.'s Annual Meeting of Shareholders on January 27, 2026, showcased robust shareholder confidence in the company's leadership and strategic direction. All eleven director nominees were successfully elected, with individual approval rates largely exceeding 98%, and CEO Ryan McInerney receiving 99.64% 'For' votes. Executive compensation was approved on an advisory basis with 93.28% support, and KPMG LLP's appointment as the independent auditor was ratified with an overwhelming 97.84% 'For' vote. A key governance change involved the approval of amendments to the Certificate of Incorporation to limit officer liability, as allowed by Delaware law, which passed with 70.22% of shares outstanding voting 'For'. This amendment became effective upon filing on January 28, 2026.

In contrast, all four shareholder proposals faced significant opposition and were not approved. These included proposals requesting a policy for an independent chair (83.33% 'Against'), shareholder right to act by written consent (66.82% 'Against'), a report on online sexual exploitation (90.77% 'Against'), and an inclusion ROI audit (98.16% 'Against'). The strong rejection of these proposals indicates a clear preference among shareholders to maintain the current governance structure and priorities. The overall sentiment from the voting results suggests strong stability in leadership and a clear mandate for the existing Board and management. No financial performance data, strategic initiatives, or forward guidance were discussed in this Form 8-K filing, as it pertains solely to the outcomes of the Annual Meeting.

Key Highlights

• All eleven director nominees were successfully elected to the Board.
• Executive compensation was approved on an advisory basis with 93.28% of votes.
• KPMG LLP was ratified as the independent registered public accounting firm for fiscal year 2026.
• Shareholders approved amendments to limit officer liability as permitted by Delaware law.
• All four shareholder proposals, including those for an independent chair and written consent, were rejected.
• The Certificate of Amendment and Ninth Restated Certificate of Incorporation became effective on January 28, 2026.

Financial Metrics

eps

YoY: Not reported in this Form 8-K

revenue

N/A

YoY: Not reported in this Form 8-K

guidance

net income

N/A

YoY: Not reported in this Form 8-K

Stock Performance (90 Days)

Data through Feb 13, 2026

Layoff Events

Earnings Calls

Positive Signals

• Overwhelming shareholder approval for all director nominees (mostly >98%).
• Strong approval for executive compensation (93.28%).
• Ratification of independent auditor with high support (97.84%).
• Approval of officer liability limits, aligning with Board recommendation.
• Rejection of all shareholder proposals, indicating alignment with management's governance preferences.

Risks & Concerns

— Potential perception of reduced accountability due to approved officer liability limits.
— Shareholder proposals for an independent chair and written consent were rejected, which some governance advocates might view as limiting shareholder rights.
— The company's stance on certain social issues (e.g., online sexual exploitation, inclusion ROI audit) may face continued scrutiny from activist shareholders, as evidenced by rejected proposals.