V DEF 14A DEF-14A Report Jan. 27, 2011 | Alphaminr
VISA INC.

V DEF 14A Report ended Jan. 27, 2011

VISA INC.
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PROXIES
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TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THESE PROXY MATERIALSCORPORATE GOVERNANCECorporate Governance Changes in Fiscal Year 2010 and for Fiscal Year 2011Corporate Governance GuidelinesBoard Leadership Structure and Lead DirectorThe Board of Directors Role in Risk OversightIndependence of DirectorsNomination of DirectorsBoard of Directors and Committee Self-EvaluationsCode of Business Conduct and EthicsPolitical Contributions PolicyCommunication with the Board of DirectorsAvailability of Corporate Governance DocumentsBOARD OF DIRECTORS AND COMMITTEES OF THE BOARDStructure of the Board of DirectorsAttendance at Board of Directors, Committee and Annual Stockholders MeetingsExecutive Sessions of the Board of DirectorsCommittees of the Board of DirectorsDirector CompensationPROPOSAL 1 AMENDMENT OF CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORSPROPOSAL 2 AMENDMENT OF CERTIFICATE OF INCORPORATION TO IMPLEMENT A MAJORITY VOTE STANDARD IN UNCONTESTED ELECTIONS OF DIRECTORSPROPOSAL 3 ELECTION OF DIRECTORSPROPOSAL 4 ELECTION OF CLASS I DIRECTORSCERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONSSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTEXECUTIVE OFFICERSEXECUTIVE COMPENSATIONCompensation Discussion and AnalysisCompensation Committee ReportCompensation Committee Interlocks and Insider ParticipationRisk Assessment of the Compensation ProgramsExecutive Compensation TablesEmployment Arrangements and Potential Payments upon Termination and Change in ControlPROPOSAL 5 ADVISORY VOTE ON EXECUTIVE COMPENSATIONPROPOSAL 6 ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATIONPROPOSAL 7 APPROVAL OF THE VISA INC. INCENTIVE PLAN, AS AMENDED AND RESTATEDPROPOSAL 8 RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2011