Visa Investors Demand Accountability on DEI, Board Independence, Sexual Exploitation

Washington, D.C. - The National Center for Public Policy Research's Free Enterprise Project (FEP) is urging Visa Inc. shareholders to vote their proxy ballots to support three shareholder proposals concerning Diversity, Equity & Inclusion (DEI), board independence, and online sexual exploitation. FEP also recommends investors vote against Visa's current slate of directors ahead of Visa's annual shareholder meeting on Tuesday, January 27, 2026.

Vote FOR Item #8: Shareholder Proposal on Inclusion ROI Audit

FEP's shareholder proposal (Item 8) requests that Visa conduct an audit of the company's Inclusion policy. Visa and other corporations have increasingly sought to sidestep heightened scrutiny of DEI programs by rebranding them under new labels, rather than addressing underlying accountability concerns.

Shareholders are not so easily fooled. Despite Visa's attempt to relabel its DEI initiatives as "Inclusion," the legal, reputational and financial risks associated with these programs remain unchanged.

At Tuesday's meeting, FEP Executive Director Stefan Padfield will warn the board of these risks when he presents Item #8:

If a department head came to this Board asking for a budget without an ROI projection, or reported back on a project saying, "We don't have financial metrics, but we believe it inspires leadership," they should be laughed out of the room. Yet, when it comes to DEI programs - which are facing serious and growing litigation risks - shareholders are told that financial discipline and ROI transparency are somehow unnecessary.

FEP and many other shareholders share deep concerns about costly, ineffective and sometimes illegal DEI policies cloaked in corporate platitudes and supported by little more than unsubstantiated beliefs that DEI automatically boosts return on investment (ROI).

Shareholders deserve to know whether Visa's DEI policies masquerading as "Inclusion" and "Social Impact " materially benefit the company. FEP urges shareholders to vote FOR Item #8 to demand transparency, financial discipline and accountability from Visa's board.

Vote FOR Item #5: Shareholder Proposal Requesting the Board of Directors to Adopt a Policy for an Independent Chair

The National Legal and Policy Center's shareholder proposal (Item #5) urges Visa's board to adopt a policy requiring the positions of Chair and Chief Executive Officer to be held by separate individuals. Concentrating both roles in a single individual weakens oversight, reduces accountability and limits transparency.

Leading proxy advisory firms ISS and Glass Lewis both recommend independent board chairs as a best practice in corporate governance. The National Center encourages shareholders to vote FOR Item #5 to strengthen oversight and restore checks and balances at Visa.

Vote FOR Item #7: Shareholder Proposal on Report on Online Sexual Exploitation

Bowyer Research, Inc.'s shareholder proposal (Item #7), submitted on behalf of the Oklahoma Tobacco Settlement Endowment Trust, requests that Visa prepare a transparency report assessing whether its payment systems facilitate the creation or distribution of harmful deepfake content.

Deepfake pornography consists of sexually explicit content generated using artificial intelligence (AI). This technology is increasingly used to produce and distribute child sexual abuse material (CSAM). Distributors of CSAM rely on online payment platforms to remain anonymous.

Visa has taken limited steps to address these risks, including severing ties with Pornhub. However, Bowyer Research urges the company to further protect stakeholders and its brand reputation by formally assessing the risks associated with the monetization of deepfake content.

The National Center recommends shareholders vote FOR Item #7 to promote a culture of safety and accountability in the era of AI and rising levels of CSAM.

Vote AGAINST Item #1, Election of Directors

The National Center also recommends voting AGAINST Visa's current slate of directors (Item #1) due to Visa's history of alleged corporate bias and underwhelming market performance. As of January 22, 2026, Visa has apparently underperformed the S&P 500 the past five years, three years, one year and year to date (YTD).

A full list of these voting recommendations can be found on Proxy Navigator, FEP's proxy-voting app that is available both for download and to peruse online.