Visa Inc. | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Visa Inc.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any restriction based on length of stock ownership).  This includes shareholder ability to initiate any appropriate topic for written consent.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>Acting by written consent is all the more important at Visa due to the restricted right of Visa shareholders to call a special shareholder meeting. Currently all Visa shares held for less than one-year have no right to participate in calling for a special shareholder meeting.</p>
<p dir=”ltr”>If Visa finds itself in a future slump, Visa shareholders and potential Visa shareholders will not even consider acquiring more shares in order to act by written consent or in order or to call for a special shareholder meeting to incentivize a Visa turnaround, if they have to sit on their shares for one-year before taking action. A one-year delay makes no sense when a company urgently needs a turnaround. A slumping stock price demands a quick response before the window of opportunity passes. This is why Visa needs a shareholder right to act by written consent without forcing Visa shareholders sit on their shares for one-year in order to have any voice.</p>
<p dir=”ltr”>If one shareholder or a group of shareholders can quickly acquire more shares to call for a special shareholder meeting this is an incentive for Visa Directors to avoid a slump in the first place since the continued service of the certain Visa Directors could be terminated by written consent. This is a good incentive for the Visa Directors to have for the benefit of all Visa shareholders.</p>
<p dir=”ltr”>Acting by written consent is hardly ever used by shareholders but the main point of acting by written consent is that it gives shareholders at least significant standing to engage effectively with management. </p>
<p dir=”ltr”>Management will have an incentive to genuinely engage with shareholders, instead of stonewalling, if shareholders have a reasonable Plan B alternative of acting by written consent. Management likes to claim that shareholders have multiple means to communicate with management but in most cases these means are as effective as mailing a post card to the CEO. A reasonable right to act by written consent is an important step for effective shareholder engagement with management.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Visa Inc.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Lobbying & Political Contributions </p>
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<strong>Focus Area:</strong>
<p>Lobbying </p>
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<strong>Status:</strong>
<p>Vote</p>
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<strong>Vote Percentage:</strong>
<p>13.00%</p>
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<h2>Resolution Text</h2>
<p class=”p1″><strong>Resolved, </strong>shareholders request the preparation of a report, updated annually, disclosing:</p>
<p class=”p3″>1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.</p>

Payments by Visa used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
Visa’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.
Description of management’s decision-making process and the Board’s oversight for making payments described in sections 2 and 3 above.

<p class=”p1″>For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Visa is a member.</p>
<p class=”p1″>Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.</p>
<p class=”p1″>The report shall be presented to the Nominating and Corporate Governance Committee and posted on Visa’s website.</p>
<p class=”p1″><strong>Supporting Statement</strong></p>
<p class=”p1″>Full disclosure of Visa’s lobbying activities and expenditures is needed to assess whether Visa’s lobbying is consistent with its expressed goals and stockholder interests. Visa spent $72 million from 2010 – 2023 on federal lobbying. This does not include state lobbying, where Visa also lobbies, spending over $1.6 million on lobbying in California from 2010 – 2023. And Visa lobbies abroad, spending between €900,000 – 999,999 on lobbying in Europe for 2023. Visa’s lobbying over swipe fees amid surging inflation has attracted media scrutiny.</p>
<p class=”p3″>Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. Visa fails to disclose its third-party payments to trade associations and social welfare groups (SWGs), or the amounts used for lobbying, to stockholders.</p>
<p class=”p1″>Visa belongs to the American Bankers Association (ABA), Business Roundtable, and US Chamber Commerce, which together spent $98 million on lobbying for 2023, supports social welfare groups like the Future of Privacy Forum and funds nonprofits like the State Financial Officers Foundation, which has waged “a coordinated attack on climate policy.” And while Visa previously dropped its membership in the American Legislative Exchange Council, the American Bankers Association supported ALEC’s 2022 annual meeting and the Chamber sits on ALEC’s Private Enterprise Advisory Council.</p>
<p class=”p3″>Visa’s lack of disclosure presents reputational risk when its lobbying contradicts company public positions. Visa supports addressing climate change, yet the Business Roundtable lobbied against the Inflation Reduction Act and the Chamber opposed the Paris climate accord. And Visa’s support for SFOF has drawn scrutiny for “pandering to a handful of pro-fossil fuel US politicians” and fueling the fight against ESG investing.</p>
<p class=”p3″>Shareholders urge Visa to expand its lobbying disclosure.</p>

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Resolution Details

Company:

Visa Inc.

Year:

2023

Issue Area:

Lobbying & Political Contributions

Focus Area:

Lobbying

Status:

Filed

Resolution Text

Whereas, we believe in full disclosure of Visa’s lobbying activities and expenditures to assess whether Visa’s lobbying is consistent with Visa’s expressed goals and stockholder interests.

Resolved, the stockholders of Visa request the preparation of a report, updated annually, disclosing:

Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
Payments by Visa used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
Description of management’s decision-making process and the Board’s oversight for making payments described above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Visa is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Nominating and Corporate Governance Committee and posted on Visa’s website.

Supporting Statement

Visa spent $54.58 million from 2010 – 2021 on federal lobbying. This does not include state lobbying expenditures, where Visa lobbied in at least 22 states in 2021 and spent over $1.5 million on lobbying in California from 2010 – 2021. Visa also lobbies abroad, spending between €900,000 – 999,999 on lobbying in Europe for 2021. Visa’s lobbying over swipe fees and comments that Visa was a “beneficiary of inflation” as higher costs lead to larger fees have attracted media scrutiny.[1]

Companies can give unlimited amounts to third party groups that spend millions on lobbying and often undisclosed grassroots activity, and these groups may be spending “at least double what’s publicly reported.”[2] Visa fails to disclose its third-party payments to trade associations and social welfare organizations, or the amounts used for lobbying, to stockholders. Visa belongs to the American Bankers Association (ABA), Business Roundtable, and US Chamber Commerce, which together spent $105,813,000 on lobbying for 2021, and funds controversial nonprofits like the State Financial Officers Foundation, which has drawn scrutiny for attacking woke capitalism.[3] And while Visa previously dropped its membership in the American Legislative Exchange Council,[4] ABA supported its 2022 annual meeting[5] and the Chamber sits on its Private Enterprise Advisory Council.

We are concerned that Visa’s lack of disclosure presents reputational risk when its lobbying contradicts company public positions. Visa supported the Paris climate agreement, yet the Chamber opposed it. Visa is committed to diversity and inclusion, yet the Chamber lobbied against protecting voting rights.[6] We believe reputational damage stemming from these misalignments could harm stockholder value. Thus, we urge Visa to expand its lobbying disclosure.

[1] https://thehill.com/business-a-lobbying/3477263-senators-grill-visa-mastercard-execs-over-swipe-fees/.

[2] https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/.

[3] https://www.washingtonpost.com/climate-environment/2022/07/12/republicans-threaten-wall-street-over-climate-positions/; https://www.exposedbycmd.org/2022/02/16/republican-group-of-state-financial-officers-takes-on-woke-capitalism/.

[4] https://www.prwatch.org/news/2013/12/12332/alec-not-where-visa-wants-be.

[5] https://documented.net/investigations/heres-who-bankrolling-alec-2022-annual-meeting.

[6] https://www.cnn.com/2021/04/21/business/voting-rights-chamber-of-commerce/index.html.

Resolution Details

Company:

Visa Inc.

Year:

2023

Issue Area:

Human Rights & Worker Rights

Focus Area:

Living Wage, Race Discrimination

Status:

Withdrawn for Agreement

Resolution Text

WHEREAS: Pay inequities persist across race and gender and pose substantial risk to companies and society at large. Black workers’ hourly median earnings represent 64 percent of white wages. The median income for women working full time is 83 percent that of men. Intersecting race, Black women earn 63 cents, Native women 60 cents, and Latina women 55 cents. At the current rate, women will not reach pay equity until 2059, Black women until 2130, and Latina women until 2224.

Citigroup estimates closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional income. PwC estimates closing the gender pay gap could boost Organization for Economic Cooperation and Development countries’ economies by 2 trillion dollars annually.

Actively managing pay equity is associated with improved representation. Diversity in leadership is linked to improved innovation and financial performance. Minorities represent 60 percent of Visa’s US workforce and 38 percent of leadership. Women represent 42 percent of the workforce and 35 percent of leadership.

Best practice pay equity reporting consists of two parts:

unadjusted median pay gaps, assessing equal opportunity to high paying roles,
statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles.

Visa reports only a qualitative assurance of adjusted pay parity and ignores unadjusted gaps, which address structural bias women and minorities face regarding job opportunity and pay, particularly when men hold most higher paying jobs. Median pay gaps show, quite literally, how Visa assigns value to employees through the roles they inhabit and pay they receive. Median gap reporting also provides a digestible and comparable data point to determine progress over time.

Racial and gender median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, Organization for Economic Cooperation and Development, and International Labor Organization. The United Kingdom and Ireland mandate disclosure of median gender pay gaps. Visa discloses data for United Kingdom employees, reporting a median hourly gender pay gap of 11.6 percent and median bonus gap of 20.4 percent.

RESOLVED: Shareholders request Visa report on both quantitative median and adjusted pay gaps across race and gender, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy and legal compliance information.

Racial/gender pay gaps are defined as the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings (Wikipedia/OECD, respectively).

SUPPORTING STATEMENT: An annual report adequate for investors to assess performance could, with board discretion, integrate base, bonus and equity compensation to calculate:

percentage median and adjusted gender pay gap, globally and/or by country, where appropriate
percentage median and adjusted racial/minority/ethnicity pay gap, US and/or by country, where appropriate

Right To Act By Written Consent

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