Visa 2015 Annual Report Download - page 123

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VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2015
the restrictions, the class B common stock will be convertible into class A common stock if transferred
to a person that was not a Visa Member (as defined in the current certificate of incorporation) or similar
person or an affiliate of a Visa Member or similar person. Upon such transfer, each share of class B
common stock will automatically convert into a number of shares of class A common stock based upon
the applicable conversion rate in effect at the time of such transfer.
Adjustment of the conversion rate occurs upon: (i) the completion of any follow-on offering of class
A common stock completed to increase the size of the litigation escrow account (or any cash deposit
by the Company in lieu thereof) resulting in a further corresponding decrease in the conversion rate; or
(ii) the final resolution of the U.S. covered litigation and the release of funds remaining on deposit in the
litigation escrow account to the Company resulting in a corresponding increase in the conversion rate.
Class C common stock. As of September 30, 2015, all of the shares of class C common stock
have been released from transfer restrictions, and 132 million shares have been converted from class
C to class A common stock upon their sale into the public market.
Preferred stock. Preferred stock may be issued as redeemable or non-redeemable, and it has
preference over any class of common stock with respect to the payment of dividends and distribution of
the Company’s assets in the event of a liquidation or dissolution. The Company had no shares of
preferred stock outstanding during and at the end of fiscal 2015 and 2014. Subsequent to
September 30, 2015, the board of directors authorized the creation of three new series of preferred
stock to be issued upon closing of the Visa Europe acquisition. See Note 2—Visa Europe.
Voting rights. Holders of class A common stock have the right to vote on all matters on which
stockholders generally are entitled to vote. Holders of class B and C common stock have no right to
vote on any matters, except for certain defined matters, including any decision to exit the core
payments business and, in specified circumstances, any consolidation, merger or combination of the
Company, in which case the holders of class B and C common stock are entitled to cast a number of
votes equal to the number of shares of class B or C common stock held multiplied by the applicable
conversion rate in effect on the record date.
Dividends declared. The Company declared and paid $1.2 billion in dividends in fiscal 2015 at a
quarterly rate of $0.12 per share. In October 2015, the Company’s board of directors declared a
quarterly cash dividend of $0.14 per share of class A common stock (determined in the case of class B
and class C common stock on an as-converted basis), which will be paid on December 1, 2015, to all
holders of record of the Company’s class A, B and C common stock as of November 13, 2015.
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