Visa (NYSE:V) held its 2026 Annual Meeting of Shareholders virtually on January 27, with Board Chair John Lundgren opening the session and shareholders voting on eight proposals, including director elections, executive compensation, auditor ratification, and four shareholder-sponsored items.
Meeting format and attendance
Lundgren said the meeting was recorded and that a replay would be available on the company’s Investor Relations website. He introduced board nominees and executives in attendance, including CEO Ryan McInerney and CFO Chris Suh, as well as representatives from KPMG, the company’s independent registered public accounting firm.
Shareholder proposals and board recommendations
Shareholders voted on the election of 11 directors and three management proposals, as well as four shareholder proposals. The board recommended votes in favor of:
- Election of 11 director nominees
- An advisory vote approving named executive officer compensation
- Ratification of KPMG LLP as independent auditor for fiscal 2026
- Amendments to the company’s Eighth Restated Certificate of Incorporation to extend certain Delaware-law-permitted liability protections to specified officers similar to those already provided to directors
The board recommended votes against shareholder proposals related to board leadership structure, action by written consent, a report on online sexual exploitation policy, and an inclusion program return-on-investment report.
Proposal 5 (independent chair policy): Presented by Luke Perlot on behalf of the National Legal and Policy Center, the proposal asked Visa to adopt a policy requiring separate individuals to hold the chair and CEO roles, with the chair being an independent director. Perlot argued that while Visa currently separates the roles, the policy would “lock in” the structure and reduce governance risk tied to combining the positions. The board opposed the proposal, stating that it would not change Visa’s current structure and that maintaining flexibility was preferable to what it called a “rigid and prescriptive” approach. The board also cited its governance practices, including the election of a lead independent director if the chair were not independent (which it said is not currently the case).
Proposal 6 (action by written consent): John Chevedden presented a proposal to permit shareholders to act by written consent without restrictions based on length of stock ownership, including the ability to initiate topics. Chevedden argued that written consent requires majority support of outstanding shares and therefore does not give undue power to a minority, and he criticized Visa’s disclosure regarding shareholders’ ability to call special meetings. The board opposed the proposal, saying matters requiring shareholder approval should be voted on at a meeting where all shareholders can participate. The board said shareholders already have meaningful rights, including the ability for holders of 15% of Class A common stock to call special meetings and proxy access for director nominations.
Proposal 7 (online sexual exploitation report): Oklahoma State Treasurer Todd Russ, presenting on behalf of the Oklahoma Tobacco Settlement Endowment Trust, requested that Visa report on how it manages risks related to AI-generated pornography, especially child pornography. Russ cited concerns about “loopholes” involving online hidden link services and said the risk to Visa’s reputation and shareholder value could increase as laws evolve. The board opposed the proposal, stating that Visa strictly prohibits illegal activity on its network and that it maintains “active, robust oversight processes” to monitor and mitigate risk related to potential illegal use.
Proposal 8 (inclusion program ROI report): Stefan Padfield of the National Center for Public Policy Research’s Free Enterprise Project presented a request for a report assessing whether Visa’s inclusion programs provide a positive return on investment. Padfield argued shareholders need ROI data to evaluate corporate stewardship and criticized the board’s opposition statement for not addressing ROI directly. The board opposed the proposal, stating that an inclusive culture supports leadership and innovation and that, given its oversight processes, the requested report would not provide meaningful additional information and would divert resources.
Voting outcomes
Preliminary voting results showed shareholders approved the election of all 11 directors, the advisory vote on executive compensation, auditor ratification, and the certificate of incorporation amendments. All four shareholder proposals (Proposals 5 through 8) were not approved. Rottenberg said final results would be filed on a Form 8-K within four business days.
Management highlights: 2025 results, strategy, and shareholder Q&A
After the formal meeting, CEO Ryan McInerney presented an overview of fiscal 2025 results and the company’s strategy, describing 2025 as a “dynamic” year in payments shaped by AI-driven commerce, tokenization, stablecoins, and digitized identity.
McInerney reported that Visa generated $40 billion in net revenue, up 11% year over year. GAAP EPS was $10.20 (up 5%) and non-GAAP EPS was $11.47 (up 14%). Visa returned $22.8 billion to shareholders through repurchases and dividends.
Operationally, Visa reported $16.7 trillion in total volume (up 7% on a constant-dollar basis) and 329 billion total transactions (up 8%). Payments volume was $14.2 trillion (up 8% constant dollar), with 313 billion payments transactions, of which Visa processed about 80%. Cross-border volume grew 13% year over year on a constant-dollar basis excluding intra-Europe.
McInerney detailed progress in tokenization and contactless payments, including reaching over 16 billion Visa tokens and surpassing 50% tokenization of e-commerce transactions in 2025. He said tap-to-pay accounted for 79% of Visa face-to-face transactions globally and 66% in the U.S. Visa also reported processing $3.7 billion in payments volume via stablecoin-linked cards, originating from 1.9 million stablecoin-denominated cards.
In commercial and money movement, McInerney said Visa Commercial Solutions grew to $1.8 trillion (up 7% constant dollar). He also said Visa Direct processed 12.6 billion transactions in 2025 (up 27% year over year) and reaches about 12 billion endpoints across cards, bank accounts, and digital wallets. He highlighted work integrating stablecoin pre-funding into Visa Direct and enabling payouts directly to stablecoin wallets.
In value-added services, McInerney said the segment generated nearly $11 billion in revenue and has grown at a compound annual growth rate of more than 20% since 2021 in constant dollars. He cited developments including the Pismo platform’s expansion to clients in more than five countries across four regions, enhancements to Authorize.net, and demand for risk capabilities from Featurespace, with more than 100 client deals closed since January.
During Q&A, McInerney said Visa views stablecoins and central bank digital currencies as an “important opportunity,” particularly for emerging markets and cross-border money movement, and said Visa aims to build an interoperable layer between stablecoins and traditional fiat payments. He also noted Visa launched a Stablecoin Advisory Practice to help guide strategy and implementation amid growing regulated stablecoin infrastructure and evolving standards.
On capital allocation, McInerney outlined four priorities: investing in the business (organic and inorganic), returning 20% to 25% of EPS via dividends (with $4.6 billion in dividends paid in 2025), returning excess capital through buybacks (with $18.2 billion repurchased in 2025 and $24.9 billion remaining under authorization at fiscal Q4 2025), and maintaining credit ratings with a target gross debt-to-EBITDA ratio below 1.5x.
About Visa (NYSE:V)
Visa Inc is a global payments technology company that facilitates electronic funds transfers and digital commerce by connecting consumers, merchants, financial institutions and governments. The firm operates one of the world’s largest payment networks, providing processing, authorization, clearing and settlement services for credit, debit and prepaid card transactions. Visa’s network-based model enables partner banks and other issuers to offer branded payment products while Visa focuses on the infrastructure, standards and technologies that move money securely and efficiently around the world.
Visa’s product and service portfolio includes card-based payment products for consumers and businesses, real-time push-payment capabilities, tokenization and authentication services, fraud and risk-management tools, data analytics and APIs for fintech and merchant integration.
