What changed in this filing

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Item 9A. Controls and Procedures

2022-11-16 compared with 2021-11-18 · 48 added, 43 removed, 186 unchanged (33% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

We maintain a system of disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures.

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures.

These limitations include the possibility of human error, the circumvention or overriding of the controls and procedures and reasonable resource constraints.

In addition, because we have designed our system of controls based on certain assumptions, which we believe are reasonable, about the likelihood of future events, our system of controls may not achieve its desired purpose under all possible future conditions.

Accordingly, our disclosure controls and procedures provide reasonable assurance, but not absolute assurance, of achieving their objectives.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2021.

Based on management’s assessment, management has concluded that the Company’s internal control over financial reporting was effective as of September 30, 2021 using the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2022 using the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on management’s assessment, management has concluded that the Company’s internal control over financial reporting was effective as of September 30, 2022.

The effectiveness of our internal control over financial reporting as of September 30, 2022, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this report.

Inherent Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting

Our internal control over financial reporting is designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

2 unchanged sentences

These limitations include the possibility of human error, the circumvention or overriding of the system and reasonable resource constraints.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements and instances of fraud.

Accordingly, our disclosure controls and procedures provide reasonable assurance, but not absolute assurance, of achieving their objectives.

Projections of any evaluation of effectiveness to future periods are subject to the risks discussed in Item 1A—Risk Factors of this report.

The effectiveness of our internal control over financial reporting as of September 30, 2021, has been audited by KPMG LLP, an independent registered public accounting firm and is included in Item 8 of this report.

Changes in Internal Control over Financial Reporting

In preparation for management’s report on internal control over financial reporting, we documented and tested the design and operating effectiveness of our internal control over financial reporting.

There have been no significant changes in our internal controls over financial reporting that occurred during our fourth quarter of fiscal 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in our internal controls over financial reporting that occurred during our fourth quarter of fiscal 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

Not applicable.

Certain information required by Part III is omitted from this Report and the Company will file a definitive proxy statement pursuant to Regulation 14A under the Exchange Act (the “Proxy Statement”) not later than 120 days after the end of the fiscal year ended September 30, 2021, and certain information included therein is incorporated herein by reference.

Only those sections of the Proxy Statement that specifically address the items set forth herein are incorporated by reference.

Such incorporation does not include the report of the Audit and Risk Committee included in the Proxy Statement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

The information required by this item concerning the Company’s directors, executive officers, the Code of Business Conduct and Ethics and corporate governance matters is incorporated herein by reference to the sections entitled “Director Nominee Biographies,” “Executive Officers” and “Corporate Governance” in our Proxy Statement.

The information required by this item regarding compliance with Section 16(a) of the Exchange Act pursuant to Item 405 of Regulation S-K is incorporated herein by reference to the section entitled “Beneficial Ownership of Equity Securities” in our Proxy Statement.

Our Code of Business Conduct and Ethics that is applicable to our directors, executive officers, senior financial officers, as well as our employees and contractors and our Corporate Governance Guidelines are available on the Investor Relations page of our website at http://investor.visa.com, under “Corporate Governance.” Printed copies of these documents are also available to stockholders without charge upon written request directed to Corporate Secretary, Visa Inc., P.O.

The Company will file a definitive proxy statement pursuant to Regulation 14A under the Exchange Act (Proxy Statement) no later than 120 days after the end of the fiscal year ended September 30, 2022.

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

Our Code of Business Conduct and Ethics that is applicable to our directors, executive officers, senior financial officers, as well as our employees and contractors and our Corporate Governance Guidelines are available on the Investor Relations page of our website at investor.visa.com , under “Corporate Governance.” Printed copies of these documents are also available to stockholders without charge upon written request directed to Corporate Secretary, Visa Inc., P.O.

Box 193243, San Francisco, California 94119 or corporatesecretary@visa.com.

Executive Compensation

The information required by this item concerning director and executive compensation is incorporated herein by reference to the sections entitled “Compensation of Non-Employee Directors” and “Executive Compensation” in our Proxy Statement.

The information required by this item pursuant to Item 407(e)(4) of Regulation S-K is incorporated herein by reference to the section entitled “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement.

The information required by this item pursuant to Item 407(e)(5) of Regulation S-K is incorporated herein by reference to the section entitled “Compensation Committee Report” in our Proxy Statement.

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item pursuant to Item 403 of Regulation S-K is incorporated herein by reference to the section entitled “Beneficial Ownership of Equity Securities” in our Proxy Statement.

For the information required by item 201(d) of Regulation S-K, refer to Item 5 in this report.

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item concerning related party transactions pursuant to Item 404 of Regulation S-K is incorporated herein by reference to the section entitled “Certain Relationships and Related Person Transactions” in our Proxy Statement.

The information required by this item concerning director independence pursuant to Item 407(a) of Regulation S-K is incorporated herein by reference to the section entitled “Independence of Directors” in our Proxy Statement.

The information required by this item will be included in our Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

The information required by this Item is incorporated herein by reference to the section entitled “Independent Registered Public Accounting Firm Fees” in our Proxy Statement.

The information required by this Item will be included in our Proxy Statement and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

5 unchanged sentences

Refer to the Exhibit Index herein.

Form 10-K Summary

EXHIBIT INDEX

14 unchanged sentences

8-A 000-53572 4.2

4.4 Certificate of Designations of Series A Convertible Participating Preferred Stock of Visa Inc.

8-K 001-33977 3.1

4.5 Certificate of Designations of Series B Convertible Participating Preferred Stock of Visa Inc.

8-K 001-33977 3.2

4.6 Certificate of Designations of Series C Convertible Participating Preferred Stock of Visa Inc.

8-K 001-33977 3.3

4.7 Indenture dated December 14, 2015 between Visa Inc.

13 unchanged sentences

4.20 Form of 4.300% Senior Note due 2045 8-K 001-33977 4.7

4.18 Certificate of Designations of Series A Convertible Participating Preferred Stock of Visa Inc.

8-K 001-33977 3.1

4.19 Certificate of Designations of Series B Convertible Participating Preferred Stock of Visa Inc.

8-K 001-33977 3.2

4.20 Certificate of Designations of Series C Convertible Participating Preferred Stock of Visa Inc.

8-K 001-33977 3.3

4.21 Form of 3.650% Senior Note due 2047 8-K 001-33977 4.3

4.22 Form of 2.000% Senior Note due 2050 8-K 001-33977 4.3

Description of Securities

10 unchanged sentences

and Visa Europe Limited, as borrowers, Bank of America, N.A., as administrative agent, JPMorgan Chase Bank N.A., as syndication agent, and the lenders referred to therein # 10-K 001-33977 10.5

10.6 LIBOR Transition Amendment, dated October 18, 2021, by and among Visa Inc., Visa International Service Association, Visa U.S.A.

and Visa Europe Limited, as borrowers, and Bank of America, N.A., as administrative agent 10-Q 001-33977 10.1

10.7 Form of Interchange Judgment Sharing Agreement by and among Visa International Service Association and Visa U.S.A.

30 unchanged sentences

10.24* Visa Inc.

Incentive Plan, as amended and restated as of February 3, 2016 DEF 14A 001-33977 Annex B

Incentive Plan, as amended and restated as of July 18, 2022 10-Q 001-33977 10.1

10.25* Visa Excess Thrift Plan, as amended and restated as of January 1, 2008 10-K 001-33977 10.31

2 unchanged sentences

10.28* Visa Inc.

Executive Severance Plan, effective as of November 3, 2010 8-K 001-33977 10.1

Executive Severance Plan, effective as of January 1, 2022 10-Q 001-33977 10.8

10.29* Visa Inc.

2015 Employee Stock Purchase Plan DEF 14A 001-33977 Appendix B

10.29* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 18, 2013 10-Q 001-33977 10.1

10.30* Form of Alternate Visa Inc.

7 unchanged sentences

Form of Alternate Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2015

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2015 10-K 001-33977 10.34

10.35* Form of Visa Inc.

1 unchanged sentence

10.36* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2018 10-Q 001-33977 10.1

10.37* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO for awards granted after November 1, 2018 10-Q 001-33977 10.2

9 unchanged sentences

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2018 10-Q 001-33977 10.7

10.42* Form of Letter Agreement relating to Visa Inc.

Executive Severance Plan 8-K 001-33977 10.2

10.43* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after November 1, 2017 10-Q 001-33977

2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after January 1, 2021 10-K 001-33977 10.44

10.44* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Director Restricted Stock Unit Award Agreement for awards granted after January 1, 2021

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for the CEO for awards granted after November 1, 2021 10-Q 001-33977 10.2

10.45* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for the CEO for awards granted after November 1, 2021 10-Q 001-33977 10.3

10.46* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for the CEO for awards granted after November 1, 2021 10-Q 001-33977 10.4

10.47* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Restricted Stock Unit Award Agreement for awards granted after November 1, 2021 10-Q 001-33977 10.5

10.48* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Stock Option Award Agreement for awards granted after November 1, 2021 10-Q 001-33977 10.6

10.49* Form of Visa Inc.

2007 Equity Incentive Compensation Plan Performance Share Award Agreement for awards granted after November 1, 2021 10-Q 001-33977 10.7

10.50* Offer Letter, dated July 18, 2019, between Visa Inc.

35 unchanged sentences

(Principal Financial Officer)

Hoffmeister Global Corporate Controller, Chief Accounting Officer November 18, 2021

Andreski Global Corporate Controller, Chief Accounting Officer November 16, 2022

(Principal Accounting Officer)

6 unchanged sentences

Ramon Laguarta

List Director November 16, 2022

/s/ Robert W.

2 unchanged sentences

Morrison Director November 16, 2022

/s/ Suzanne Nora Johnson Director November 18, 2021

Suzanne Nora Johnson

Rendle Director November 16, 2022

Swainson Director November 18, 2021

/s/ Maynard G.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures