Visa 2008 Annual Report Download - page 45

Table of Contents
applicable conversion rate on certain significant transactions enumerated in the amended and restated certificate of incorporation, such as a proposed
consolidation or merger, a decision to exit our core payments business or any other vote required by law. The holders of the class B common stock and class
C common stock may not have the same incentive to approve a corporate action that may be favorable to the holders of class A common stock or their
interests may otherwise conflict with those of the holders of class A common stock.
Anti-takeover provisions in our governing documents and Delaware law could delay or prevent entirely a takeover attempt or a change in control.
Provisions contained in our amended and restated certificate of incorporation, bylaws and Delaware law could delay or prevent a merger or acquisition
that our stockholders consider favorable. Except for limited exceptions, no person may own more than 15% of our total outstanding shares on an as-converted
basis or more than 15% of any class or series of our common stock, unless our board of directors approves the acquisition of such shares. In addition, except
for common stock issued to a member in connection with the reorganization, or shares issuable on conversion of such common stock, shares held by a
member, a competitor, an affiliate or member of a competitor may not exceed 5% of any class of common stock. In addition:
• our board of directors is divided into three classes, with approximately one-third of our directors elected each year;
• six directors will be individuals elected or nominated by our regions until March 25, 2011;
• our independent directors may be removed only upon the affirmative vote of at least 80% of the outstanding shares of class A common stock;
• our stockholders are not entitled to the right to cumulate votes in the election of directors;
• holders of our class A common stock are not entitled to act by written consent;
• our stockholders must provide timely notice for any stockholder proposals and director nominations;
• we have adopted provisions that eliminate the personal liability of directors for monetary damages for actions taken as a director, with certain
exceptions;
• in addition to certain class votes, a vote of 66 2/3 % or more of all of the outstanding shares of our common stock then entitled to vote is required
to amend certain sections of our amended and restated certificate of incorporation; and
• we are governed by Section 203 of the General Corporation Law of the State of Delaware, or DGCL, as amended from time to time, which
provides that a corporation shall not engage in any business combination with any interested stockholder for a period of three years following the
time that such stockholder became an interested stockholder, except under certain circumstances including upon receipt of prior board approval.
Our ability to pay regular dividends to holders of our common stock in the future is subject to the discretion of our board of directors and will be
limited by our ability to generate sufficient earnings and cash flows.
In August 2008, we commenced payment of cash dividends on a quarterly basis on our class A, class B and class C common stock. Any future payment
of dividends will be dependent upon our ability to generate earnings and cash flows. However, sufficient cash may not be available to pay such dividends.
Payment of future dividends, if any, would be at the discretion of our board of directors after taking into account various factors, including our financial
condition, operating results, capital requirements, covenants in our debt instruments and other factors that our board of directors deems
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