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 Registrant  ☒                      Filed by a Party other than the Registrant  ☐

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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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Notice of 20182020 Annual Meeting and Proxy Statement VISA

TABLE OF CONTENTS

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Key Elements of our Compensation Programs CEO Other NEOs Compensation Mix Annual Cash Incentive Long Term Equity Incentive Salary 8% Target Annual Incentive 20% Target Long-term Incentive 72% 92% at risk Salary 11% Target Annual Incentive 20% Target Long-term Incentive 69% 89% at risk Individual Performance 20% Corporate Performance 80% (Net Income Growth and Net Revenue Growth) Individual Performance 30% Corporate Performance 70% (Net Income Growth and Net Revenue Growth) Performance Shares 50% Restricted Stock Units 25% Stock Options 25%

CORPORATE GOVERNANCE

Our Board oversees the business of the Company to serve the long-term interests of our stockholders. Members of our Board oversee our business through discussions with our Chief Executive Officer, President, Chief Financial Officer, General Counsel,Officer; President; Vice Chairman and Chief Financial Officer; General Counsel; Chief Risk OfficerOfficer; President, Technology; and other officers and employees, and by reviewing materials provided to them and participating in regular meetings of the Board and its committees.

The Board regularly monitors our corporate governance policies and profile to ensure we meet or exceed the requirements of applicable laws, regulations and rules, and the listing standards of the New York Stock Exchange (NYSE). We have instituted a variety of practices to foster and maintain responsible corporate governance, which are described in this section. To learn more about Visa’s corporate governance and to view our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Code of Ethics for Senior Financial Officers, and the charters of each of the Board’s committees, and our Corporate Responsibility and Sustainability Report, please visit the Investor Relations page of our website athttp://investor.visa.com under “Corporate Governance.” CopiesYou may request a printed copy of any of these documents also are available in print free of charge by writing tocontacting our Corporate Secretary at Visa Inc., P.O. Box 193243, San Francisco, CA 94119.94119 orcorporatesecretary@visa.com.

Board Leadership Structure

In October 2016,The Board believes that it is in the best interests of the Company and its stockholders to periodically review and evaluate the Board’s leadership structure based on the Company’s strategy, business, culture and operating environment. Over the course of the past year, the Board appointed Alfred F. Kelly, Jr. asdiscussed the relative benefits of combining the Chairperson and Chief Executive Officer effective December 1, 2016, replacing Charles W. Scharf, who resigned asroles versus retaining the separate roles with an independent Chairperson in our current competitive and regulatory environment. After considering the perspectives of our independent directors, views of our stockholders, peer companies’ practices, and recent governance trends, the Board unanimously elected Al Kelly, our Chief Executive Officer, effective December 1, 2016.as Chairman. The Board believes that Mr. Kelly’s inclusive leadership style and decades of payments expertise make him uniquely qualified to lead discussions of the Board; foster an important unity of leadership between the Board and management; and promote alignment of the Company’s strategy with its operational execution.

In addition, the independent directors reaffirmed the Board’s commitment to independent board leadership by unanimously electing John Lundgren as Lead Independent Director. Mr. Lundgren has significant experience as a CEO, including in a combined role of CEO and Chair, so he is familiar with the combined board leadership structure and the importance of building strong relationships with the various constituencies. In order to ensure independent leadership, the Board developed a robust set of responsibilities for the Lead Independent Director role, including:

The Nominating and Corporate Governance CommitteeBoard will continue to periodically review the Board’s leadership structure and to exercise its discretion in recommending an appropriate and effective framework on acase-by-case basis, taking into considerationappropriateness given the needs of the Board and the Company at such time.

As our independent Chair, Mr. Matschullat’s duties and responsibilities include: presiding at meetings of the Board and calling, setting the agenda for and chairing periodic executive sessions of the independent directors; providing feedback to the Chief Executive Officer on corporate policies and strategies; acting as a liaison between the Board and the Chief Executive Officer; and facilitatingone-on-one communication between directors, committee chairs, the Chief Executive Officer and other senior managers to keep abreast of their perspectives.

In addition to our Lead Independent Director, independent Chair,directors chair the Board has threeBoard’s four standing committees: the Audit and Risk Committee, chaired by Mary B. Cranston;Lloyd A. Carney; the Compensation Committee, chaired by Suzanne Nora Johnson; the Finance Committee, chaired by Robert W. Matschullat; and the Nominating and Corporate Governance Committee, chaired by John A.C. Swainson. In their capacities as independent committee chairs, Ms. Cranston,Messrs. Carney, Matschullat, Swainson and Ms. Nora Johnson and Mr. Swainson each have responsibilities that contribute to the Board’s oversight of management, as well as facilitating communication among the Board and management.

Board of Directors and Committee Evaluations

Our Board recognizes that a robust and constructive Board and committee evaluation process is an essential component of board effectiveness. As such, our Board and each of our committees conduct an annual evaluation facilitated by an independent third party, which includes a qualitative assessment by each director of the performance of the Board and the committee or committees on which the director sits. The Board also conducts an annual peer review, which is designed to assess individual director performance. The evaluations and peer review are conducted via oral interviews by an independent, third party legal advisor selected by the Board, using as the basis for discussion a list of questions that are provided to each director in advance. The results of the evaluation and any recommendations for improvement are discussed with the Nominating and Corporate Governance Committee, andin conjunction with the Board. The Nominating and Corporate Governance CommitteeLead Independent Director, oversees the evaluation process.

		Feedback Incorporated Over the past few years, the evaluation process has led to a broader scope of topics covered in the board meetings and improvements in board process. Last year’s evaluation contributed to the Board: •  combining the Chair and CEO roles and electing a Lead Independent Director with robust responsibilities •  refreshing board committee memberships, and •  conducting additional robust strategy sessions This year’s evaluation identified areas for continued focus, including: •  strategy and broader market trends •  enhancements to board effectiveness •  risk management, including the Board’s role in a crisis •  Board composition in support of long-term strategy, and •  management succession planning

Over the past few years, the evaluation process has led to a broader scope of topics covered in the board meetings and improvements in board process. These improvements include changes relating to the preparation and distribution of board materials, as well as adjustments to the timing and location of board and committee meetings. The process has also informed board and committee composition, which includes changes to the director candidate skills and qualifications criteria.

Director Succession Planning and Board Refreshment

In addition to executive and management succession, the Nominating and Corporate Governance Committee regularly oversees and plans for director succession and refreshment of the Board to ensure a mix of skills, experience, tenure, and diversity that promote and support the Company’s long-term strategy. In doing so, the Nominating and Corporate Governance Committee takes into consideration the overall needs, composition and size of the Board, as well as the criteria adopted by the Board regarding director candidate qualifications, which are described in the section entitledCorporate Governance – Nomination of Directors. Individuals identified by the Nominating and Corporate Governance Committee as qualified to become directors are then recommended to the Board for nomination or election.

Independence of Directors

The NYSE’s listing standards and our Corporate Governance Guidelines provide that a majority of our Board and every member of the Audit and Risk, Compensation and Nominating and Corporate Governance committees must be “independent.” Our Certificate of Incorporation further requires that at least fifty-eight percent (58%) of our Board be independent. Under the NYSE’s listing standards, our Corporate Governance Guidelines and our Certificate of Incorporation, no director will be considered to be independent unless our Board affirmatively determines that such director has no direct or indirect material relationship with Visa or our management. Our Board reviews the independence of its members annually and has adopted guidelines to assist it in making its independence determinations. For details, see our Corporate Governance Guidelines, which can be found on the Investor Relations page of our website athttp://investor.visa.com under “Corporate Governance.”

In October 2017,2019, with the assistance of legal counsel, our Board conducted its annual review of director independence and affirmatively determined that each of our then-servingnon-employee directors (Lloyd A. Carney, Mary B. Cranston, Francisco Javier Fernández-Carbajal, Gary A. Hoffman, Suzanne Nora Johnson, John F. Lundgren, Robert W. Matschullat, Denise M. Morrison, John A. C. Swainson and Maynard G. Webb, Jr.) is “independent” as that term is defined in the NYSE’s listing standards, our independence guidelines and our Certificate of Incorporation. In addition,connection with his appointment to the Board previouslyin November 2019, our Board reviewed and affirmatively determined that Cathy E. Minehan and David J. Pang were “independent” while they served onMr. Laguarta is independent under the Board during fiscal 2017.same standard.

In making the determination that the directors listed above are independent, the Board considered relevant transactions, relationships and arrangements, including those specified in the NYSE listing standards and our independence guidelines, and determined that these relationships were not material relationships that would impair the director’s independence. In this regard, the Board considered that certain directors serve as directors of other companies with which the Company engages inordinary-course-of-business transactions, and that, in accordance with our director independence guidelines, none of these relationships constitute material relationships that would impair the independence of these individuals. Discretionary contributions to certain charitable organizations with which some of our directors are affiliated also were considered, and the Board determined that the amounts contributed to each of these charitable organizations in the past fiscal year were less than $120,000 and that these contributions otherwise created no material relationships that would impair the independence of those individuals.

In addition, each member of the Audit and Risk Committee and the Compensation Committee meets the additional, heightened independence criteria applicable to such committee members under the applicable NYSE rules.

Executive Sessions of the Board of Directors

Thenon-employee, independent members of our Board and all committees of the Board generally meet in executive session without management present during their regularly scheduledin-person board and committee meetings, and on anas-needed basis during telephonic and special meetings. Robert W. Matschullat,John Lundgren, our independent Chair,Lead Independent Director, presides over executive sessions of the Board and the committee chairs, each of whom is independent, preside over executive sessions of the committees.

Limitation on Other Board and Audit Committee Service

In response to market trends, in 2019, the Board reduced the number of outside boards on which directors may serve. The Board also applied limits to executive officers of publicly-traded companies, in addition to CEOs. Our Corporate Governance Guidelines establish the following limits on our directors serving on outside publicly-traded company boards and audit committees:

The Nominating and Corporate Governance Committee may grant exceptions to the limits on acase-by-case basis after taking into consideration the facts and circumstances of the request. The Guidelines provide that prior to accepting an invitation to serve on the board or audit committee of another publicly-traded company, a director should advise the Chair of the Board and the Nominating and Corporate Governance Committee of the invitation so that the Board, through the Nominating and Corporate Governance Committee, has the opportunity to review the director’s ability to continue to fulfill his or her responsibilities as a member of the Company’s Board or Audit and Risk Committee. When reviewing such a request, the Nominating and Corporate Governance Committee may consider a number of factors, including the director’s other time commitments, record of attendance at board and committee meetings, potential conflicts of interest and other legal considerations, and the impact of the proposed directorship or audit committee service on the director’s availability.

Mr. Carney serves as chief executive officer of ChaSerg Technology Acquisition Corp., a special purpose acquisition company (SPAC). He is not considered an executive of a publicly-traded company for purposes of the Board’s policy limiting service on other public company boards given that service as a chief executive officer of a SPAC does not have the same demands as being an executive officer of a typical publicly-traded company. ChaSerg Technology Acquisition Corp. recently announced a definitive merger agreement with another company. Mr. Carney expects to step down from this role following the closing of the merger, which is subject to approval by stockholders and certain other conditions, and is expected to close in the first quarter of 2020.

Management Development and Succession Planning

Our Board believes that one of its primary responsibilities is to oversee the development and retention of executive talent and to ensure that an appropriate succession plan is in place for our Chief Executive Officer and other members of management. Each quarter, the Nominating and Corporate Governance Committee meets with our Executive Vice President, Human Resources and other executives to discuss management succession and development planning and to address potential vacancies in senior leadership. The Nominating and Corporate Governance Committee also annually reviews with the Board succession planning for our Chief Executive Officer.

The Board of Directors’ Role in Risk Oversight

Our Board recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities to Visa and its stockholders. While the Chief Executive Officer, Chief Risk Officer, General Counsel, Vice Chairman and Chief RiskFinancial Officer, President, Technology and other members of our senior leadership team are responsible for theday-to-day management of risk, our Board is responsible for promoting an appropriate culture of risk management within the Company and for setting the right “tone at the top,” overseeing our aggregate risk profile and monitoring how the Company addresses specific risks, such as strategic and competitive risks, financial risks, brand and reputation risks, cybersecurity and technology risks, legal and compliance risks, regulatory risks and operational risks.

Stockholder Engagement on Corporate Governance, Corporate Responsibility and Executive Compensation Matters

Our Board and management team greatly value the opinions and feedback of our stockholders, which is why we have proactive, ongoing engagement with our stockholders throughout the year focused on corporate governance, corporate responsibility and executive compensation, in addition to the ongoing dialogue among our stockholders and our Chairman and Chief Executive Officer, Vice Chairman and Chief Financial Officer and Investor Relations team on Visa’s financial and strategic performance.

Communicating with the Board of Directors

Our Board has adopted a process by which stockholders or other interested persons may communicate with the Board or any of its members. Stockholders and other interested parties may send communications in writing to any or all directors (including the Chair or thenon-employee directors as a group) electronically toboard@visa.com or by mail c/o our Corporate Secretary, Visa Inc., P.O. Box 193243, San Francisco, CA 94119. Communications that meet the procedural and substantive requirements of the process approved by the Board will be delivered to the specified member of the Board,non-employee directors as a group or all members of the Board, as applicable, on a periodic basis, which generally will be in advance of or at each regularly scheduled meeting of the Board. Communications of a more urgent nature will be referred to the General Counsel, who will determine whether it should be delivered more promptly. Additional information regarding the procedural and substantive requirements for communicating with our Board may be found on our website athttp://investor.visa.com, under “Corporate Governance – Contact the Board.”

All communications involving accounting, internal accounting controls, and auditing matters, possible violations of, ornon-compliance with, applicable legal and regulatory requirements or the Codes, or retaliatory acts against

contributing to candidates and political organizations where permitted by applicable law. We are committed to conducting these activities in a transparent manner that reflects responsible corporate citizenship and best serves the interests of our shareholders,stockholders, employees, and other stakeholders. Additional information regarding our political activities and oversight may be found athttps://usa.visa.com/about-visa/operating-responsibly.html.

Visa has a Political Participation, Lobbying and Contributions Policy (the “Policy”) that prohibits our directors, officers and employees from using Company resources to promote their personal political views, causes or candidates, and specifies that the Company will not directly or indirectly reimburse any personal political contributions or expenses. Directors, officers and employees also may not lobby government officials on the Company’s behalf absent thepre-approval of the Company’s Global Government RelationsEngagement department. As such, our lobbying and political spending seek to promote the interests of the Company and its stockholders, and not the personal political preferences of our directors or executives.

Key Focus Areas of ESG Strategy and Recent Progress

Strategy focuses on priority issues in four areas. Each informed by materiality assessment and stakeholder engagement.

						Published 2016 CSR Report Expanded our women’s empowerment initiatives, includingShe’s Next,Visa Everywhere Initiative: Global Women’s EditionandMoney is Changing   Disclosure on✓  Provided support during times of humanitarian crisis ✓ Expanded the Visa websiteToken Service (VTS) to better protect consumers’ sensitive information from fraud		✓ Received the highest rating in our sector from Gartner Consulting during our 2019 Cybersecurity program review ✓  Continued implementation of the EU General Data Protection Regulation (GDPR) and prepared for other pending privacy regulations ✓ Expanded Visa University, our signature global learning platform ✓ Bolstered leadership development programs for female employees, for African American/Black and Hispanic/Latinx employees, and continued Ready to Return, a program for professionals returning to the workforce after family-related leave ✓ Created a global Gender Inclusion Council, composed of 20 Visa leaders ✓ Evolved our benefits programs to meet our employees’ needs, providing comprehensive health, financial wellness andquality-of-life coverage ✓ Reduced our direct greenhouse gas emissions by 5 percent year-over-year from 2017 ✓ Progressed towards our goal to source 100 percent renewable electricity for our offices and data centers by the end of 2019 ✓ Implemented Supplier Code of Conduct and expanded Supplier Diversity program

Third Party Recognition of our Progress

We continued to receive recognition of our ESG leadership by a formal process to understand the ESG issues that are at the intersection of importance to our stakeholders as well as our long-term success, our approach focuses on topics in five areas:third-party organizations:

We encourage you to read more about how we are working to build a connected world and a better future for everyone, everywhere on our website and in our2016 2018 Corporate Responsibility & Sustainability Report.

Areas Our 2018 Corporate Responsibility & Sustainability Report is not part of Focus Informedor incorporated by periodic materiality assessments and ongoing stakeholder engagement, our corporate responsibility strategy focuses on five priority areas, each with several topics of interest Transforming Commerce Innovation & Technology Payments Security Expanding Access Financial lnclusion Partnerships Solutions Investing in our people Employee Development & Engagement Diversity & Inclusion Employee Benefits Operating Responsibly Corporate Governance Ethics & Compliance Engaging with Governments Consumer Privacy Environmental Sustainability Responsible Sourcing Strengthening Communities Financial Literacy Employee Involvement Community Givingreference into this proxy statement.

COMMITTEES OF THE BOARD OF DIRECTORS

The current standing committees of the Board are the Audit and Risk Committee, the Compensation Committee, the Finance Committee, and the Nominating and Corporate Governance Committee. Each of the standing committees operates pursuant to a written charter, which are available on the Investor Relations page of our website athttp://investor.visa.com under “Corporate Governance – Committee Composition.”

Audit and Risk Committee
Committee members:   Lloyd A. Carney,       Audit Committee Financial ExpertCarney*, Chair   Mary B Cranston, ChairCranston*   Gary A. HoffmanRamon Laguarta (effective November 20,   2019)   Denise M. Morrison*   John F. Lundgren,A. C. Swainson*       * Audit Committee Financial Expert     Number of meetings in   fiscal year 2017: 52019: 7				“The integrationIn my new role as Chair of Visa Europe wasthe Audit and Risk Committee, I worked closely with Mary Cranston to ensure a critical areasmooth transition of focus that required our oversight of financial reporting, internal audit,chair responsibilities as we continue to oversee the Company’s key risks including technology, cybersecurity, legal and regulatory, matters, ethicsdata privacy and compliance, enterprise risk, and technology, and we were pleased with the progress the Company made during the year.financial reporting.”   – Mary B. Cranston,Lloyd A. Carney, Chair

Key Activities in 20172019

Certain Relationships and Related Person Transactions

The Audit and Risk Committee has adopted a written Statement of Policy with Respectrespect to Related Person Transactions (the “Statement of Policy”), governing any transaction, arrangement or relationship between the Company and any related person where the aggregate amount involved will or may be expected to exceed $120,000 and any related person had, has or will have a direct or indirect material interest. Under the Statement of Policy, the Audit and Risk Committee reviews related person transactions and may approve or ratify them only if it is determined that they are in, or not inconsistent with, the best interests of the Company and its stockholders. When reviewing a related person transaction, the Audit and Risk Committee may take into consideration all of the relevant facts and circumstances available to it, including: (i) the material terms and conditions of the transaction or transactions; (ii) the related person’s relationship to Visa; (iii) the related person’s interest in the transaction, including their position or relationship with, or ownership of, any entity that is a party to or has an interest in the transaction; (iv) the approximate dollar value of the transaction; (v) the availability from other sources of comparable products or services; and (vi) an assessment of whether the transaction is on terms that are comparable to the terms available to us from an unrelated third party.

In the event we become aware of a related person transaction that was not previously approved or ratified under the Statement of Policy, the Audit and Risk Committee will evaluate all options available, including ratification, revision or termination of the related person transaction. The Statement of Policy is intended to augment and work in conjunction with our other policies that include code of conduct or conflict of interest provisions, including our Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers.Ethics.

We engage in transactions, arrangements and relationships with many other entities, including financial institutions and professional organizations, in the ordinary course of our business. Some of our directors, executive officers, greater than five percent stockholders and their immediate family members, each a related person under the Statement of Policy, may be directors, officers, partners, employees or stockholders of these entities. We carry out transactions with these entities on customary terms, and, in many instances, our directors and executive officers may not be aware of them. To our knowledge, since the beginning of fiscal year 2017,2019, no related person has had a material interest in any of our business transactions or relationships.

Compensation Committee
Committee members: Francisco Javier Fernández-Carbajal       Suzanne Nora Johnson, Chair       John A. C. SwainsonRobert W. Matschullat       Denise M. Morrison       Maynard G. Webb, Jr.     Number of meetings in   fiscal year 2017: 82019: 7		“In 2017, we maintained our focus on providingThe Committee remains committed to a balanced setphilosophy of short-pay for performance and long-termthe alignment of compensation with stockholders’ interests. We prioritize variable over fixed pay and metrics thatemploy multiple performance measures, compensation types, and measurement periods to support shareholderstockholder value creation while avoiding undue risk.”   – Suzanne Nora Johnson, Chair

Key Activities in 20172019

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, noneNone of the members who served on the Compensation Committee (Suzanne Nora Johnson, Francisco Javier Fernández-Carbajal, Alfred F. Kelly, Jr.Robert W. Matschullat (since January 25, 2019), before his employment with Visa, David J. Pang, before leaving the Board during fiscal 2017,Denise M. Morrison (since October 1, 2019), John A. C. Swainson (until January 25, 2019), and Maynard G. Webb, Jr.) was or had ever been one of our officers or employees. In addition, during the last fiscal year, none of our executive officers served as a member of the board of directors or the compensation committee of any other entity that has one or more executive officers serving on our Board or Compensation Committee. Effective as of October 17, 2016, Alfred F. Kelly, Jr., who became our Chief Executive Officer Designate as of October 31, 2016 and our Chief Executive Officer on December 1, 2016, ceased to serve on the Compensation Committee when he was named as our Chief Executive Officer Designate. David J. Pang ceased to serve on the Compensation Committee effective as of January 31, 2017.

Risk Assessment of Compensation Programs

The Compensation Committee annually considers potential risks when reviewing and approving our compensation programs. We have designed our compensation programs, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking.risk-taking. The following elements have been incorporated in our compensation programs for executive officers:

Additionally, the Compensation Committee annually considers an assessment of compensation-related risks for all of our employees. Based on this assessment, the Compensation Committee concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on Visa. In making this determination, the Compensation Committee reviewed the key design elements of our compensation programs in

relation to industry “best practices” as presented by Frederic W. Cook & Co. (FW Cook), the Compensation Committee’s independent compensation consultant, as well as the means of mitigating potential risks, such as through our internal controls and oversight by management and the Board. In addition, management completed an inventory of incentive programs below the executive level and reviewed the design of these incentives both internally and with FW Cook to conclude that such programs do not encourage excessive risk taking.

Key Activities in 20172019

Process for Nomination Process and Stockholder Proposedof Director Candidates

The Nominating and Corporate Governance Committee regularly reviews the composition of the Board, including the qualifications, expertise and characteristics that are represented in the current Board as well as the criteria it considers needed to support Visa’s long-term strategy. After anin-depth review of the candidates, the Nominating and Corporate Governance Committee recommends candidates to the Board in accordance with its charter, our Certificate of Incorporation and Bylaws, our Corporate Governance Guidelines and the criteria adopted by the Board regarding director candidate qualifications. CandidatesAfter careful review and consideration, the Board will nominate candidates for election, orre-election, at our annual meeting of stockholders. The Board may comeappoint a director to the attentionBoard during the course of the Nominating and Corporate Governance Committee from current directors, membersyear to serve until the next meeting of management, a professional search firm or a stockholder.stockholders.

Sources for Candidate Pool

In-Depth Review

Full Board Review

Board Nominates

•   Independent directors •   Independent search firm •   Our management •   Stockholders

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•   Consider skills matrix •   Consider diversity •   Review independence and potential conflicts For New Candidates: •   Screen qualifications •   Meet with our directors

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Review selected candidates for election / appointment at recommendation by NCGC

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Candidates for election to Board at Annual Meeting of Stockholders / appoints to Board during the year

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Stockholder Recommended Candidates

Stockholders may proposerecommend a director candidate to be considered for nomination by the Nominating and Corporate Governance Committee by providing the information specified in our Corporate Governance Guidelines to our Corporate Secretary within the timeframe specified for stockholder nominations of directors in our Bylaws. For additional information regarding the process for proposing director candidates to the Nominating and Corporate

Stockholder Engagement on Corporate Governance, Corporate Responsibility and Executive Compensation Matters

Our Board and management team greatly value the opinions and feedback of our stockholders, which is why we have proactive, ongoing engagement with our stockholders throughout the year focused on corporate governance, corporate responsibility and executive compensation, in addition to the ongoing dialogue among our stockholders and our Chairman and Chief Executive Officer, Vice Chairman and Chief Financial Officer and Investor Relations team on Visa’s financial and strategic performance. Our Lead Independent Director and Chairman and Chief Executive Officer met with several of our investors this year to discuss corporate governance, corporate responsibility and executive compensation matters.

Prior to Annual Meeting •  We reach out to our top 50 investors to discuss corporate governance, corporate responsibility and executive compensation matters, and solicit feedback. •  Our Board is provided with our stockholders’ feedback for consideration. •  Board and management discuss feedback and whether action should be taken. •  Disclosure enhancements are considered. •  We review vote proposals and solicit support for Board recommendations on management and stockholder proposals.				Annual Meeting of Stockholders Our stockholders as it does in evaluating other candidates, including incumbent directors. The identification and selectionvote on election of qualified directors, is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of the Board from time to time. As a result, there is no specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and NYSE listing requirements and the provisionsexecutive compensation, ratification of our Certificateauditors and other management and stockholder proposals.				Post Annual Meeting •  Our Board and management review the vote results from our annual meeting. •  Board and management discuss vote results and whether action should be taken. •  We start preparing our agenda for our next proxy season outreach.

Feedback was positive overall with many investors expressing appreciation for the increased transparency in our disclosures on corporate governance, executive compensation and corporate responsibility matters. Topics covered during our discussions with investors included:

A summary of the feedback we received was discussed and considered by the Board, and enhancements have been made to our disclosures to improve transparency in these areas.

Stockholders and other interested parties who wish to communicate with us on these or other matters may contact our Corporate Secretary electronically atcorporatesecretary@visa.com or by mail at Visa Inc., P.O. Box 193243, San Francisco, CA 94119.

Communicating with the Board of Directors

Our Board has adopted a process by which stockholders or other interested persons may communicate with the Board or any of its members. Stockholders and other interested parties may send communications in writing to any or all directors (including the Chair or thenon-employee directors as a group) electronically toboard@visa.com or by mail c/o our Corporate Secretary, Visa Inc., P.O. Box 193243, San Francisco, CA 94119. Communications that meet the procedural and substantive requirements of the process approved by the Board will be delivered to the specified member of the Board,non-employee directors as a group or all members of the Board, as applicable, on a periodic basis, which generally will be in advance of or at each regularly scheduled meeting of the Board. Communications of a more urgent nature will be referred to the General Counsel, who will determine whether it should be delivered more promptly. Additional information regarding the procedural and substantive requirements for communicating with our Board may be found on our website athttp://investor.visa.com, under “Corporate Governance – Contact the Board.”

All communications involving accounting, internal accounting controls, and auditing matters, possible violations of, ornon-compliance with, applicable legal and regulatory requirements or the Codes, or retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint, may be made via email tobusinessconduct@visa.com; through our Confidential Compliance Hotline at (888)289-9322 or our Confidential Online Compliance Hotline athttps://visa.alertline.com; or by mail to Visa Inc., Business Conduct Office, P.O. Box 193243, San Francisco, CA 94119. All such communications will be handled in accordance with our Whistleblower Policy, a copy of which may be obtained by contacting our Corporate Secretary.

Attendance at Board, Committee and Annual Stockholder Meetings

Our Board and its committees meet throughout the year on a set schedule, hold special meetings as needed, and act by written consent from time to time. The Board met 13 times during fiscal year 2019. Each director attended at least 75% or more of the aggregate of: (i) the total number of meetings of the Board held during the period in fiscal year 2019 for which he or she served as a director, and (ii) the total number of meetings held by all committees of the Board on which such director served as a member during the period in fiscal year 2019. The total number of meetings held by each committee is listed below, under the headingCommittees of the Board of Directors. It is our policy that all members of the Board should endeavor to attend the annual meeting of stockholders. All ten of our then directors attended the 2019 Annual Meeting of Stockholders. Mr. Laguarta joined the Board in November 2019 and, therefore, did not attend the 2019 Annual Meeting.

Codes of Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics, which applies to all directors, officers, employees and contingent staff of the Company. This Code includes a supplemental Code of Ethics for Certain Executives and Financial Officers, which applies to our Chief Executive Officer, Chief Financial Officer, Controller, General Counsel and other senior financial officers, whom we refer to collectively as senior officers. These Codes require the senior officers to engage in honest and ethical conduct in performing their duties, provide guidelines for the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and provide mechanisms to report unethical conduct. Our senior officers are held accountable for their adherence to the Codes. If we amend or grant any waiver from a provision of our Codes for officers or directors, we will publicly disclose such amendment or waiver in accordance with and if required by applicable law, including by posting such amendment or waiver on our website athttp://investor.visa.com or by filing a current report on Form8-K with the Securities and Exchange Commission (SEC).

Political Engagement and Disclosure

Public sector decisions significantly affect our business and industry, as well as the communities in which we operate. For this reason, we participate in the political process through regular and constructive engagement with government officials and policy-makers, by encouraging the civic involvement of our employees, and by

contributing to candidates and political organizations where permitted by applicable law. We are committed to conducting these activities in a transparent manner that reflects responsible corporate citizenship and best serves the interests of our stockholders, employees, and other stakeholders. Additional information regarding our political activities and oversight may be found athttps://usa.visa.com/about-visa/operating-responsibly.html.

Visa has a Political Participation, Lobbying and Contributions Policy (the “Policy”) that prohibits our directors, officers and employees from using Company resources to promote their personal political views, causes or candidates, and specifies that the Company will not directly or indirectly reimburse any personal political contributions or expenses. Directors, officers and employees also may not lobby government officials on the Company’s behalf absent thepre-approval of the Company’s Global Government Engagement department. As such, our lobbying and political spending seek to promote the interests of the Company and its stockholders, and not the personal political preferences of our directors or executives.

Under the Policy, the Nominating and Corporate Governance Committee mustpre-approve the use of corporate funds for political contributions, including contributions made to trade associations to support targeted political campaigns and contributions to organizations registered under Section 527 of the U.S. Internal Revenue Code to support political activities. The Policy further requires the Company to make reasonable efforts to obtain from U.S. trade associations whose annual membership dues exceed $25,000 the portion of such dues that are used for political contributions. This information must then be included in the annual contributions report that is posted on our website.

We endeavor to maintain a healthy and transparent relationship with governments around the world by communicating our views and concerns to elected officials and policy-makers. As an industry leader, we encounter challenges and opportunities on a wide range of policy matters. These issues may include regulations and policies on interchange fees, cybersecurity, data security, privacy, intellectual property, surcharging, payroll and prepaid cards, mobile payments, tax, international trade and market access, and financial inclusion, among others.

The Nominating and Corporate Governance Committee annually reviews our political contributions and lobbying expenditures, which includes information regarding memberships in, or payments to,tax-exempt organizations that write and endorse model legislation. Additional information on our political contributions and lobbying expenditures can be found on our website, including our annual contributions report and links to our quarterly U.S. federal lobbying activities and expenditures reports.

In 2019, the Center for Political Accountability assessed our disclosures for its annualCPA-Zicklin Index of Corporate Political Disclosure and Accountability, and designated Visa a “trendsetter” (the highest designation in theCPA-Zicklin Index).

Corporate Responsibility and Sustainability

We believe that as a trusted brand in payments, Visa has a tremendous opportunity and responsibility to use our business to connect the world – enabling inclusive and sustainable economic growth and strengthening economies while also helping improve lives and create a better world. We are committed to managing the risks and opportunities that arise from ESG issues.

Integrated Approach

As detailed below, Visa takes an integrated approach to managing ESG performance and transparency, which consists of governance, engagement and reporting on our initiatives.

Key Focus Areas of ESG Strategy and Recent Progress

Strategy focuses on priority issues in four areas. Each informed by materiality assessment and stakeholder engagement.