VISA INC. 8-K

What Happened Visa Inc. announced that at its Annual Meeting of Shareholders on January 27, 2026, shareholders approved amendments to its Eighth Amended and Restated Certificate of Incorporation to limit officer liability as permitted by Delaware law (as described in its definitive proxy dated December 8, 2025). Pursuant to that approval, Visa filed a Certificate of Amendment with the Delaware Secretary of State on January 28, 2026, which became effective upon filing. The company also filed a Ninth Restated Certificate of Incorporation on January 28, 2026 that restates and integrates the changes without further amendment.

Key Details

• Board recommendation: the amendments were adopted upon recommendation of Visa’s Board of Directors.
• Annual Meeting date: shareholder approval occurred on January 27, 2026.
• Filing and effectiveness: Certificate of Amendment filed and effective with Delaware Secretary of State on January 28, 2026; Ninth Restated Certificate also filed and effective the same day.
• Purpose: the amendments limit officer liability to the extent permitted by Delaware law (as described in Visa’s December 8, 2025 proxy).

Why It Matters This is a governance change that narrows the personal liability exposure of Visa’s officers under the company’s charter, consistent with Delaware corporate law and Visa’s prior disclosure to shareholders. For investors, the amendment primarily affects corporate governance and legal protections for management rather than Visa’s operations or financial results; no financial amounts or changes to executive roles were reported in this filing.