Slide over today's meeting. On behalf of the Board of Directors and Visa's management team, I would like to welcome you to Visa's Annual Meeting of Stockholders. I would also like to welcome those of you who are listening to the meeting by webcast. Before we start the formal portion of the meeting, I would like to take a moment on behalf of the Board of Directors to commend Charlie Scharf and the rest of Visa's senior leadership for their achievements in 2013. When we selected Charlie to be Visa's new CEO Just over a year ago, it was in recognition of his deep understanding of the payments and financial services industries and his familiarity with Visa's business, operations and strategies.
We identified Charlie as someone uniquely qualified to build upon Visa's strong foundation, strengthen client relationships and position the company for continued growth in a rapidly changing competitive environment. Charlie, his management team and Visa's dedicated employees have not disappointed. For the fiscal year 2013, Visa delivered strong financial performance across its global businesses. While we are proud of these results, We remain focused on building the business for continued future success. Charlie will provide additional detail about Visa's fiscal year 20 thirteen's financial performance later in the meeting.
I also want to mention a few important changes to the Board. Gary Copeland, a valued member of the Board and the Audit and Risk Committee since Visa's reorganization in 2007 is retiring and not standing for reelection today. I would like to thank Gary for his many contributions to Visa during such an important time in the company's history. We will greatly miss his guidance and insight in the boardroom. At the same time, We are fortunate to have 2 new Director candidates, Al Kelly and Maynard Webb, who if elected During today's meeting, we'll be joining the Board.
Al currently is the President and CEO of the 2014 New York New Jersey Super Bowl Host Company, the entity created to host this weekend's Super Bowl. Prior to that, Al held senior positions at American Express for 23 years, including serving as President of the company. He also was the Head of Information Systems at the White House and held various positions in Information Systems and Financial Planning at PepsiCo. Unfortunately, due to his Super Bowl related commitments, Al is unable to be here today. In spite of being the CEO, he was unable to change the date of the Super Bowl.
Maynard is the Founder of Web Investment Network, an early stage investment firm and a co founder of Everwise Corporation, a provider of workplace mentoring solutions. Maynard is also the Chairman of the Board of Yahoo! And a Director of Salesforce dotcom. Previously, he was the Chairman and CEO of LiveOps, the COO of Ebay and the CIO of Gateway and of Bay Networks. Maynard, would you please stand so that the audience can identify you.
Thank you. Both Al and Maynard have a wealth of experience in the payments and technology industries and we look forward to working with them. I'd also like to introduce the other members of the Board in attendance today and ask each director to stand as their name is called. Mary Cranston, who is a retired senior partner of the international law firm of Pillsbury Winthrop Shaw Pittman LLP and the Chairman of the Board's Audit and Risk Committee. Francisco Javier Fernandez Carbajal, who is a consultant for public and private investment transactions and a wealth management advisor as well as the former CEO of the Corporate Development Division of Grupo Financiero BBVA, Tom Comer.
Kathy Menahan, who is Dean of the School of Management at Simmons College and former President of the Federal Reserve Bank of Boston Suzanne Nora Johnson, who is the former Vice Chairman of Goldman Sachs and the Chair of the Board's Nominating and Governance Committee. David Pang, who is the CEO of Kari Group Foundation Limited and Chairman of South China Morning Post Group. Bill Shanahan, and John Swenson, who is the President of the Dell Software Group. And sitting next to me or almost next to me is Charlie Sharp, Visa's CEO and a member of the Board. I am proud to serve with an experienced dedicated group of directors, who are committed to representing the best interest of Visa and its shareholders.
Now turning to the official business of the meeting, assisting me this morning is Ariela St. Pierre, Visa's Corporate Secretary. We also have Jana Barston and Jeffrey Ford, who are representatives KPMG LLP, our independent registered public accounting firm with us today. Finally, Andrew Wilcox, on behalf of Broadridge Financial Solutions has been appointed and duly sworn in as the Inspector of Election of this meeting. As each of you signed in this morning, you were given a leaflet containing the agenda and the annual meeting rules and procedures.
The meeting and the question and answer session that follows will be conducted in accordance with these rules. As I mentioned, after we conclude the formal portion of the meeting, Charlie will give a presentation on Visa's fiscal year 2013 results and business. We have set aside time for questions after the conclusion of Charlie's presentation. This meeting is being auto recorded for Visa's archive and will be available on the company's investor website. I now call the meeting to order.
Ariela will provide a report on the giving of notice of the annual meeting to our shareholders and the presence of a quorum.
Thank you, Bob. I have a complete list of the holders of record of the company's common stock at the close of business on December 3, 2013, who are entitled to vote at this meeting. The list is prepared and certified by Wells for any purpose to remain to this meeting. I also have received an affidavit of a representative of Broadridge Financial Services, which states that beginning on December 13, 2013, our proxy materials, including the notice of annual meeting, were mailed or made available to our stockholders of record at the close of business on December 3, 2013. Accordingly, notice of this meeting was given to all stockholders of record as of December 3, 2013.
I am also pleased to report that a majority of shares entitled to be cast at this meeting are present here today in person or by proxy, and therefore, we have a quorum. The notice of annual meeting, the list of registered stockholders and the affidavit will be filed at the minutes of this meeting.
Thank you, Ariela. With a quorum present, I hereby declare the 2014 Annual Meeting of Visa Inc. Properly and legally convened and ready to transact business. If you've already submitted your proxy, your shares will be voted accordingly. If any shareholder has not yet voted and would like do so by ballot, please raise your hand.
If you have previously voted by proxy, please Do not fill out a ballot unless you wish to change your vote. Are 3 proposals to be voted on at this meeting. It is 8:40 a. M. On January 29, 2014 and the poll Following the closing of the polls, we will announce the preliminary results of voting on each of the proposals.
Ariela will present the proposal.
Proposal 1 is the election of the 11 directors nominated by our Board of Directors and named in our proxy statements. The nominees are Mary Cranston, Francisco Javier Fernandez Carbajal, Al Kelly, Bob Mashalotte, Kathy Minahan, Suzanne Nora Johnson, David Pang, Charlie Scharf, Bill Shanahan, John Clayson and Maynard Webb. Each director elected today will hold office until our 2015 annual meeting of stockholders or until his or her successor is duly elected and qualified. Biographies of each of the nominees are included in the proxy statement provided to stockholders in advance of this meeting. Proposal 2 asks the stockholders to vote in an advisory manner to approve the compensation of the executive officers named in the proxy statement.
Proposal 3 asked the stockholders to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year 20 14. The Board of Directors recommends that you vote for proposals 1, 23. Additional information regarding the proposals is available in the
proposals that were just presented. If so, please proceed to a microphone, state your name, where you are from and which proposal you wish to address. There will be an opportunity to ask additional questions after the business portion of the meeting, so please limit your remarks at this time to the proposals presented and to no more than a few minutes. There being no discussion on the subject of this proposal, let's now proceed to ballot on the adoption of the 3 proposals. If you are voting by ballot, please raise your hand, so we can collect your ballot at this time.
We now have all the ballots. And since all those desiring to vote by ballot have done so. It is 8:45 a. M. And I declare the polls closed.
The Inspector of Election will count the votes and return the preliminary results to the secretary. Okay. To Secretary, please report the preliminary voting results on the proposals.
The preliminary results from the Inspector of Election indicate that the ballots and proxies with respect to proposal have been counted and each of the 11 nominees was elected by a majority of the votes cast for his or her election as a director. Accordingly, these individuals have been elected to serve as directors for a 1 year term expiring on the date of our 2015 annual meeting or until his or her successor is duly elected and qualified. The balance and proxies with respect to Proposal 2 has been counted and a majority of the shares of Class A common stock entitled to vote and represented at meeting in person or by proxy have been cast in favor of the advisory vote on the compensation of our named executive officers. The ballots and proxies with respect to Proposal 3 have been counted and a majority of the shares of Class A common stock entitled to vote and represented at this in person or by proxy have been cast in favor of the ratification of the appointment of KPMG as our independent registered public accounting firm for our fiscal year 2014. The Inspector of Election will make and certify a final report of the vote along with the number of extensions within the next few days.
That final report will become part of a record the record of this meeting, and we do not expect it to affect the preliminary results announced today. We will file a current report on Form 8 ks with the Securities and Exchange Commission detailing the final results of the vote within 4 phase after today's meeting.
Thank you, Ariela. Based on the results, I am pleased to announce that each of the 11 Director nominees has been elected. The compensation of the named executive officers has been approved on an advisory basis and the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2014 has been ratified. That concludes the formal portion of the meeting. There being no further business, I declare the meeting adjourned.
Charlie will now give a brief presentation and then open the floor to questions.
Thank you very much, Bob. And again, thank you all for joining us today. Now that the formal governance requirements of the annual meeting are complete, I'd like to spend a few minutes with you reviewing our past year and how we are thinking about and positioned for fiscal 2014. I'll keep this presentation brief as I intend to leave plenty of time for questions. As you know, this presentation includes some forward looking information.
Our actual results could differ materially for a number of reasons, which you find in our last 10 ks. Fiscal 2013 was another solid year for Visa set against a still tepid U. S. And Global Economy. Nonetheless, we delivered net operating revenue of $11,800,000,000 a 13% increase over the prior year.
Our diluted earnings per share was $7.59 a 23% increase over prior year adjusted results And total global payments volume reached $4,300,000,000,000 Our positive results in fiscal 2013 were once again During fiscal 2013, we continued our focus on investing in technology and product innovation to drive our long term growth beyond the secular trend electronic payments. We positioned V. Me to make it a simpler digital wallet solution for issuers and merchants like expanded its distribution outside of the U. S. As well as broadened the distribution of Visa's mobile solutions for consumers around the world.
And finally, as has been our history since going public, we returned the vast majority of our excess cash to our stockholders in the form of share buybacks and dividends. In fiscal 2013, this amounted to over $6,200,000,000 When I spoke at our annual meeting last year, I had been the CEO of Visa for only 3 months. But I knew our company, your company was something very A year later, I've come to appreciate just how unique Visa is, not just as a company or an investment, but as a fundamental technology and tool for enabling global payments that are safer, sounder and more secure than cash could ever hope to be. Our future success will be realized based on staying true to our core mission of being the best way to be paid, but also understanding technology evolves and we had better be positioned to evolve with it. VisaNet, our payments network lies at the center of electronic and is one of the few real time global networks in the world.
VisaNet operates across more than 200 countries and territories processing more than 12,000 transactions per second at peak performance, but could handle almost 4 times that number. It connects 2,200,000,000 account holders, almost 15,000 financial institutions and more than 36,000,000 merchant acceptance locations. The most exciting aspect of these numbers is they don't even begin to recognize the fact that there's still enormous opportunity to continue this growth. Success like we've achieved and future opportunities that present themselves are not achieved in a vacuum. Integral to both has been and will continue to be the partnerships we forged with issuers and merchant acquirers and the brand identity we've established with merchants and consumers, All play a vital role in the system and Visa and its management team are more focused than ever on ensuring that the benefits of the network are as balanced amongst the parties as possible.
This is work to be done in this there's work to be done in this regard, especially with the merchant community and we're making progress. It won't come overnight or even completed in the next year, but it is a commitment we've made and we will deliver on it. Technology and the recognition of the importance of constantly innovating lie at the foundation of what we all do. While driving technology and innovation across credit, debit and prepaid for years. New markets and new partners have redefined how payments are currently being handled, whether it's mobile based applications in developing areas of the world or near field communications functionality that allows mobile handsets to be used at the point of sale in lieu of a piece of plastic.
Visa has taken its core competencies and move them out of the edge of the network. We've introduced new standards around tokenization, which allows for more secure ways to pay and we've embraced external programmers and manufacturers who can drive innovation across the network with new value added applications or hardware solutions to extend the reach of electronic payments. The world of electronic payments is rapidly evolving Visa is rapidly evolving with it. Nonetheless, these challenges persist and will always be part of the landscape in which we operate. New technologies, new ways to pay, new virtual currencies and of course regulation and litigation are continuing fact in our business, but we made progress on all of these fronts in 2013.
We furthered our proactive outreach with governments around the world and many have come to embrace what electronification commerce can do for the economies and their citizens. We were able to move money closer to we were able to move closer to finality in our U. Litigation with merchants, while simultaneously taking actions to cement a better working relationship with them. We will continue this focus in fiscal 20 14 and beyond. The following two short videos profile first, a San Francisco Gourmet Sandwich Shop, which offers its customers inventive choices and innovative electronic payment options and secondly, currently running Visa Commercial.
Hi, I'm David Pulvergline. I'm a co founder of Split Bread. And this was his dream.
My name is Andrew Swallow. I'm the founder of Split Bread in San Francisco. I had a passion for sandwiches on very early age in my life. And when I moved out to California, it was really hard to find a good sandwich. I kind of wanted to make a transition of taking the Jewish and the Italian deli and try to turn into a rotisserie sandwich concept, serving the highest quality local meat and produce.
So at Flipkart, we don't accept cash. Credit card or alternative payments only. Cash is dirty in a food environment. So at this point, you don't have to pay with cash and then down and have to wash your hands before you eat. So we provide guests multiple ways to pay.
They can go directly to a table and scan a QR code on the and enter their payment details and the food is brought directly to the table, so they don't even have to wait in line or talk to any servers. They can pay at a terminal or they can order online with a smartphone and have the food waiting for them when they're ready.
Those two things, the cashless and the QR codes kind of taking outside the box, it's more cost effective for us on
the back end. We don't have to count or reconcile or handle the cash. And for the consumers, they can move in and out of the restaurant at a much quicker pace. I love what I do. I love coming to work every day.
I love dealing with people and food and building the designing restaurant.
I love to cook for people. It's like my favorite thing. I love when I come into one of the restaurants and I see people smiling and enjoying their food and their conversation with their friends and their family. That's why I do it.
I may not look very tough, but I can accelerate faster than the guys on the racetrack. Take harder impact than a rider being thrown from a boat and handle more g force than a fighter pilot. But why just be extreme when you can be extremely graceful? I'm Gracie Gold and this is my everywhere.
In sum, despite uncertain economic and regulatory environments and strong competition across the globe, we firmly remain a growth company and have provided guidance for fiscal year 2014 of the following. Net revenue growth in the low double digits on a constant currency basis and operating margin in the low 60s and growth in earnings per diluted share in the mid to high teens. Any updates to this will be provided tomorrow when we release our 1st quarter earnings. And as always, we continue to use our free cash flow wisely. We will continue to fund growth in our core businesses, launch and support new products and pursue selective acquisitions in order to further maximize shareholder value and continue to return excess cash to our shareholders in the form of repurchases and dividends.
In October, our Board authorized a $5,000,000,000 buyback bringing our total open to buy going into fiscal 2014 to approximately $5,300,000,000 Also in the October Board Also in October, the Board increased our quarterly dividend payment by 21% to $0.40 per share. We're committed to continuing to grow our dividend and are targeting a roughly 20% payout ratio on trailing 12 month net income. That completes my formal presentation. We're now ready to take your questions. We have a microphone set up here in the aisle.
If you'd like to ask any questions,
Good morning. My name is Jerome Seakhouse. I'm the father of the magnetic stripe bank card. I'm architect of the information format on the stripe. I am the architect of the system which you use and all card issues used worldwide for the authorization of transactions.
I have a very simple question. I'm the author of 28 books on cards and payments. I have 16 U. S. Patents.
I have patented a new system, which basically provides for the security of smart device transactions. 100% compatible with your current system. No PINs, no password, no encryption. I'm trying to find out who in Visa I can talk to.
Ellen Ritchie, who's right in front here has been our Chief Risk Officer and very, very involved and knowledgeable about our standards and where we're going. She's also our General Counsel and she'll be available for you at the
end of the meeting.
Thank you very much.
You're welcome.
With no further questions, I'll turn it over to Bob.
I don't have a question.
All right. My name is Curtis Fraser, just an individual shareholder. My question today is, is Bitcoin a growing concern for Visa?
Bitcoin and alternative currencies, which have gotten an extraordinary amount of press are certainly something that we spend time thinking about and of our interest. We're studying it and there are interesting aspects to it. But when we think about what we have, we love the fact that we have an open clear secure network, which has participants in it that participate in a way which is supervised by regulators, supervised by the government and operates the standards that are the highest across the And as alternative currency systems develop, they'll certainly have challenges, but certainly something that we're spending our time thinking about and making sure we understand.
Excuse me, I just had a knee replacement. My name is Whit Wales. I'm an individual stockholder. Whitehall wants a few shares. I just wanted your comments on security, the cards.
There's been all this thing about the target, of course, and speculation about the card features in Europe and other security measures. What do you plan and think about in that area? And number 2, If there'll be changes, which I imagine there will be, who's going to pay for
it? Sure. So it's an excellent question obviously very timely given everything that people are reading about in the news. When we think about the opportunity that we at Visa have and we think about what's made us successful. The most important thing that is at the core of what we do is safety, security and soundness of system.
And we understand that that's enabled us to be as successful as where we are. And as we think about the future, we can talk about lots of interesting things that expand the value of the network, but those things will only be possible if we maintain the highest integrity within the payment system. Just a hugely important piece to that is that consumers need to understand that data compromises that happen, when they use a Visa product, there is 0 liability here in the United States, which means that if any of the information on the card is compromised and then used in a fraudulent way, the individual will not be responsible for it. We, the banks and the merchants will figure out who pays for it amongst ourselves, but the individual should feel safe and secure knowing that they're not exposed to that potential fraud. Having said that, we also understand that these incidents can be difficult on people or great inconveniences.
And we want to do everything we can to minimize what that what a disruption like that means for an individual. So we at Visa laid out a path back in 2011 to move from the magnetic stripe, which is on the of your cards, which at the time it was rolled out was the most secure form of payments that existed to something called the EMV chip, which is a much more secure method of encryption when it comes to using that card. We laid out a roadmap, which would encourage merchants and issuers to move towards the standard by October of 2015. We still expect to have our programs begin on October 2015, which would encourage everyone in the payment ecosystem to move to that. And it requires money and work on behalf of issuers who are going to have to reissue cards to individuals with the actual chip in it, well as merchants who are going to have to make sure that they've got a terminal that can read that chip and also do the software work that's available.
And we're working very, very closely. We were working very closely before, but post some of the incidents that you've read about, we're working even more closely with the merchant community, the acquired community and the issuers to make sure we're doing everything we can to move that adoption process along as quickly as possible. Are there any other questions? Yes, can you pick the microphone please?
Is the system you're talking about similar to the European system regarding the cards?
It is. It's the same chip with the same security standards that exist in other parts of the world today.
So you're telling the audience
In 2015,
this chip will be sent to the consumer. Is that correct?
It's really up to the bank that issues your card whether when they're actually going to send it. But we're putting policies in place and rules that encourage to do it as quickly as possible.
Okay. Thank you. Okay.
Yes, please.
So my name is Roxanna Wales. I'm an individual shareholder. And I just have a question sort of an open question about What do you see as your biggest challenge? What are the things that we're not asking about?
Listen for a company like ours, which we've got The share and the success that we've had when you're this successful you wonder Everyone well, you know everyone's out there trying to figure out how they can take the business from you. And we live in a world which is evolving. More people can participate in the payments universe. And as we think about lots of small players that you've read about to get into payments, we very actively think about what can they do that we can't do. And so we spend a lot of time thinking about how do we turn that potential threat into an advantage and thinking about how we can partner with people whether they're small companies or big companies all with the purpose of trying to move as much of the commerce that is operated today with cash to electronic payments.
We are very big believers that Lots of people can be successful in this business. There's still an enormous amount of cash that exists around the world. We've been one of the beneficiaries of this move to electronic payments as competitors have been. And so we want to make sure that we're embracing the technological change that enables lots of players to participate in the payments universe and commerce in a way that they couldn't in the past. Yes.
Hi, Don Musselman, individual shareholder, very happy shareholder by the way. One comment before my question is that as an employee of the UnitedHealth Group, I'm just really happy that we're moving away from American Express Visa. Whoever signed that contract, I think, it was a great a lot of very And very wise. Very wise individual. Appreciate it.
Well, thank you. My question though is your thoughts on the emerging markets, your strategy, your thoughts and particularly in China. Sure. China is much more complicated than emerging markets in general like it is for most U. S.
Businesses. Today, I guess, let me start with our business today is roughly 50% within the United States, 50% outside. It's not just rounding very, very broadly. The business outside the United States is growing about twice as fast as the business inside the U. S.
We love the United States. It's a big market. It's still growing plenty fast, but the opportunities away are just absolutely huge. The amount of cash that exists in emerging markets is enormous. And we're very firm believers that there's really no reason why Anyone should want cash to exist in society when you can move it to an electronic form of payment unless you're a criminal.
They're the only ones that benefit from cash floating around the system. Whether you're unbanked today, whether you've got a lot of money, whether you're a merchant, whether you're a government, our programs really help everyone participate in the formal financial system in a way which is more efficient for everyone. So the company and this I'm going to say this goes back for a very long time to spend a lot of time putting an enormous amount of resources to thinking about where we can bring our solutions across the globe. The emerging markets are the engine which is going to provide growth us maybe not next year or the year after because they're still relatively small. But as we think about 5 years, 10 years, 15, 20, there's a huge population which uses cash which will move to electronic means.
So obviously, it's just as I said, it's a huge opportunity for us. We spent a huge amount of time and resources on it. China is one of those markets. You know the size of China. Today, we're not allowed to compete locally in the marketplace in China, because they've had a law that says, if you want to issue a card locally in China denominated in the local currency, it has to be issued by a Chinese owned company called China UnionPay.
We've been working with China, the government, UnionPay and the U. S. Government to help open up that market and we're hopeful that that will happen. And that obviously would be one market like India, like Indonesia, like Brazil, which should provide great opportunity for us in the future and one that we're very excited about. Any additional questions?
My name is Boris Anderson, individual shareholder. The question I have is in an unlikely event that Carl Icahn succeed Breaking up eBay, would you be interested in PayPal?
Listen, we never comment on companies that we would or wouldn't be interested in. What I would say is eBay and PayPal they've done a terrific job. They're important partners of ours that we spend a lot of time talking to. And we'll sit and watch and see how it unfolds. Any more questions?
So with that, I'll turn it back to Bob.