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Printmgr File December 12, 2014 Dear Stockholder: You are cordially invited to attend our 2015 Annual Meeting of Stockholders, which will be held on January 28, 2015 at 8:30 a.m. Pacific Time at the Crowne Plaza Hotel, 1221 Chess Drive, Foster City, CA 94404. At the Annual Meeting, holders of our Class A, Class B and Class C common stock will be asked to vote on the proposals set forth in the Notice of 2015 Annual Meeting of Stockholders and the proxy statement, which describe the formal business to be conducted at the Annual Meeting and follow this letter. It is important that your shares are represented and voted at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to attend the Annual Meeting, please vote electronically via the Internet or by telephone, if permitted by the broker or other nominee that holds your shares. If you receive a paper copy of the proxy materials, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope. Voting electronically, by telephone, or by returning your proxy card in advance of the Annual Meeting does not preclude you from attending the Annual Meeting. If you wish to attend the Annual Meeting in person, you must reserve your seat by January 23, 2015 by contacting our Investor Relations Department at (650) 432-7644. Additional details regarding the requirements for admission to the Annual Meeting are described in the proxy statement under the heading What do I need to do to attend the Annual Meeting in person? If you need assistance at the meeting because of a disability, please call us at (650) 432-7644, at least two weeks in advance of the meeting. If you have any questions concerning the Annual Meeting and you are the stockholder of record of your shares, please contact our Investor Relations Department. If your shares are held by a broker or other nominee (that is, in “street name”), please contact your broker or other nominee for questions concerning the Annual Meeting. For questions related to voting procedures, you may contact D. F. King & Co., our proxy solicitor, at (866) 822-1236 (within the U.S.) or +1 (201) 806-7301 (International). If you are the stockholder of record of your Class A, Class B or Class C shares and have questions regarding your stock ownership, please contact our transfer agent, Wells Fargo Shareowner Services, at (866) 456-9417 (within the U.S.) or +1 (651) 306-4433 (International). Thank you for your continued support. We look forward to seeing those of you who will be able to attend the Annual Meeting in person. Sincerely, Charles W. Scharf Chief Executive Officer December 12, 2014 [THIS PAGE INTENTIONALLY LEFT BLANK] Notice of 2015 Annual Meeting of Stockholders Date and Time: Wednesday, January 28, 2015 at 8:30 a.m. Pacific Time Place: Crowne Plaza Hotel, 1221 Chess Drive, Foster City, CA 94404 Items of Business: 1. To elect the eleven directors nominated by our board of directors and named in the proxy statement; 2. To approve amendments to our Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to facilitate stock splits; 3. To approve, on an advisory basis, the compensation paid to our named executive officers; 4. To approve the Visa Inc. Employee Stock Purchase Plan; 5. To approve amendments to our Certificate of Incorporation and Amended and Restated By-Laws (the “Bylaws”) to remove all supermajority vote requirements and replace them with majority vote requirements for the following actions: (a) Exiting our core payments business; (b) Future amendments to sections of our Certificate of Incorporation; (c) Approval of exceptions to transfer restrictions; (d) Removal of directors from office; and (e) Future amendments to the advance notice provisions in the Bylaws. 6. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2015; and 7. To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. The proxy statement more fully describes these proposals. Record Date: Holders of our Class A, Class B and Class C common stock at the close of business on December 1, 2014 are entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Holders of our Class A common stock will be entitled to vote on all proposals and holders of our Class B and Class C common stock will be entitled to vote on proposals 2 and 5(a)-(c). Proxy Voting: The vote of each eligible stockholder is important. Please submit your proxy as soon as possible to ensure that your vote is recorded at the Annual Meeting, even if you plan to attend the Annual Meeting in person. By Order of the Board of Directors Ariela St. Pierre Corporate Secretary Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be held on January 28, 2015. The proxy statement and fiscal year 2014 Annual Report are available at http://investor.visa.com. [THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS PROXY SUMMARY 9 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THESE PROXY MATERIALS 14 CORPORATE GOVERNANCE 21 Highlights of our Corporate Governance 21 Corporate Governance Guidelines 22 Limitation on Other Board and Audit Committee Service 23 Board Leadership Structure 23 The Board of Directors’ Role in Risk Oversight 23 Succession Planning 24 Independence of Directors 25 Certain Relationships and Related Person Transactions 25 Nomination of Directors 26 Majority Voting Standard and Director Resignation Policy for Director Elections 27 Board of Directors and Committee Self-Evaluations 28 Codes of Conduct and Ethics 28 Political Participation, Lobbying and Contributions Policy 28 Stockholder Engagement 29 Communication with the Board of Directors 29 Availability of Corporate Governance Documents 29 BOARD MEETINGS AND COMMITTEES OF THE BOARD 30 Attendance at Board, Committee and Annual Stockholder Meetings 30 Executive Sessions of the Board of Directors 30 Committees of the Board of Directors 30 COMPENSATION OF NON-EMPLOYEE DIRECTORS 34 Annual Retainers Paid in Cash 34 Equity Compensation 34 Stock Ownership Guidelines 35 Charitable Matching Gift Program 35 Director Compensation Table for Fiscal Year 2014 35 Fees Earned or Paid in Cash 36 Fiscal Year 2015 Director Compensation 36 PROPOSAL 1 – ELECTION OF DIRECTORS 37 DIRECTOR NOMINEE BIOGRAPHIES 38 PROPOSAL 2 – APPROVAL OF AMENDMENTS TO VISA INC. CERTIFICATE OF INCORPORATION TO FACILITATE STOCK SPLITS 49 Current Treatment of Stock Splits under our Certificate 49 Rationale for Implementation of Amendments to Facilitate Stock Splits 49 Proposed Implementation of Amendments to Facilitate Stock Splits 49 Additional Information 50 BENEFICIAL OWNERSHIP OF EQUITY SECURITIES 51 Class A Common Stock 51 Class B and Class C Common Stock 53 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 54 EXECUTIVE OFFICERS 54 COMPENSATION DISCUSSION AND ANALYSIS 56 Executive Summary 56 Say-on-Pay 58 Setting Executive Compensation 58 Compensation Philosophy and Objectives 60 Components of Executive Compensation 62 Summary of Fiscal Year 2014 Base Salary and Incentive Compensation 63 Fiscal Year 2014 Compensation 64 Fiscal Year 2015 Compensation 73 Other Equity Grant Practices and Policies 73 Policy Regarding Clawback of Incentive Compensation 74 Tax Implications – Deductibility of Executive Compensation 75 COMPENSATION COMMITTEE REPORT 75 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 76 RISK ASSESSMENT OF COMPENSATION PROGRAMS 76 EXECUTIVE COMPENSATION 77 Summary Compensation Table for Fiscal Year 2014 77 All Other Compensation in Fiscal Year 2014 Table 78 Grants of Plan-Based Awards in Fiscal Year 2014 Table 79 Outstanding Equity Awards at 2014 Fiscal Year-End Table 81 Option Exercises and Stock Vested Table for Fiscal Year 2014 82 Pension Benefits Table for Fiscal Year 2014 83 Visa Retirement Plan 83 Visa Excess Retirement and Benefit Plan 84 Non-qualified Deferred Compensation for Fiscal Year 2014 84 Employment Arrangements and Potential Payments upon Termination or Change of Control 86 PROPOSAL 3 – ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS 90 PROPOSAL 4 – APPROVAL OF VISA INC. EMPLOYEE STOCK PURCHASE PLAN 91 Summary of ESPP 91 U.S. Federal Income Tax Consequences 93 Non-U.S. Income Tax Consequences 94 New Plan Benefits 94 EQUITY COMPENSATION PLAN INFORMATION 95 PROPOSAL 5 – APPROVAL OF AMENDMENTS TO VISA INC. CERTIFICATE OF INCORPORATION AND BYLAWS TO REMOVE ALL SUPERMAJORITY VOTE REQUIREMENTS AND REPLACE THEM WITH MAJORITY VOTE REQUIREMENTS 96 Current Supermajority Vote Requirements 96 Rationale for Removing Supermajority Vote Requirements 96 Proposed Amendments to Remove Supermajority Vote Requirements 97 Additional Information 99 PROPOSAL 6 – RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015 100 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES 100 REPORT OF THE AUDIT AND RISK COMMITTEE 101 OTHER INFORMATION 102 Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 2016 Annual Meeting 102 Stockholders Sharing the Same Address 102 Fiscal Year 2014 Annual Report and SEC Filings 102 APPENDICES Appendix A – Amendments to the Visa Inc. Fifth Amended and Restated Certificate of Incorporation to Facilitate Stock Splits, as proposed by Proposal 2 A-1 Appendix B – Visa Inc. Employee Stock Purchase Plan, as proposed by Proposal 4 B-1 Appendix C – Amendments to the Visa Inc. Fifth Amended and Restated Certificate of Incorporation to Remove All Supermajority Vote Requirements and Replace them with Majority Vote Requirements, as proposed by Proposal 5 C-1 PROXY SUMMARY This summary highlights information contained elsewhere in this proxy statement, but does not contain all of the information you should consider before voting your shares. For more complete information regarding the proposals to be voted on at the Annual Meeting and our fiscal year 2014 performance, please review the entire proxy statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2014.
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