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VISA INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

11/23/2020 | 04:18pm EST

Item 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 18, 2020, the board of directors (the "Board") of Visa Inc. (the "Company") upon the recommendation of the Board's Nominating and Corporate Governance Committee, increased the size of the Board from 11 to 12 members and appointed Linda J. Rendle to the Board, effective November 23, 2020, for a term that will expire at the Company's 2021 Annual Meeting of Stockholders. A press release announcing Ms. Rendle's appointment to the Board is attached as Exhibit 99.1 and is incorporated by reference.

The Board determined that Ms. Rendle is an independent director within the meaning of the New York Stock Exchange listing standards. Ms. Rendle has also been appointed to the Board's Finance Committee and Nominating and Corporate Governance Committee. There are no arrangements or understandings between Ms. Rendle and any other persons pursuant to which she was selected as a director. There are no transactions involving the Company and Ms. Rendle that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Ms. Rendle will receive compensation for her Board and committee service in accordance with the Company's standard compensation arrangements for non-employee directors, which are described in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the "SEC") on December 5, 2019.

The Company will enter into an indemnification agreement with Ms. Rendle. Such form of indemnification agreement was included as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on January 31, 2020, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Number         Description
  99.1           Press Release issued by Visa Inc., dated November 23, 2020


© Edgar Online, source Glimpses

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