Visa Resorts to Word Games to Dodge DEI Scrutiny

08 Oct 2025Visa Resorts to Word Games to Dodge DEI Scrutiny

Washington, D.C. - The U.S. Securities and Exchange Commission (SEC) must not become complicit in Visa's potentially bad faith attempt to avoid scrutiny of its Diversity, Equity, and Inclusion (DEI) policies, warned the National Center for Public Policy Research's Free Enterprise Project (FEP) in a letter to the SEC.

After FEP submitted a shareholder proposal to Visa seeking transparency and accountability regarding whether the company's DEI programs deliver a positive return on investment (ROI) or expose shareholders to costly liabilities, Visa sought to exclude the proposal from its proxy materials by arguing it exceeds the SEC's 500-word limit.

To make this argument, Visa resorted to arcane word games - counting symbols like "%" as words, breaking apart hyphenated terms and inflating word counts by parsing acronyms such as "DEI" and "LGBTQ+" into multiple words. These tactics, at best arbitrary, were designed to avoid addressing the substance of the proposal.

"Visa's actions should be concerning to all shareholders," said FEP Executive Director Stefan Padfield. "Visa is apparently happy to negotiate with left-wing activists but tries to silence shareholders who dare to question the costs and risks of DEI. That's not engagement - it's discrimination, and it puts shareholder value at risk."

FEP's proposal asks Visa's Board of Directors to "conduct an evaluation and issue a report… assessing whether the company's Inclusion programs provide a positive return on investment." Expected value (EV) and ROI calculations are bedrock principles of business decision-making. In fact, making business decisions without assessing EV and ROI could arguably be considered a breach of duty.

Accordingly, shareholders deserve to know whether Visa's DEI programs have been implemented based on sound EV calculations and are being monitored based on sound ROI analysis. Academic research further questions whether DEI initiatives improve performance, as some have claimed, suggesting instead that forced demographic quotas may actually reduce it. Specifically, Alex Edmans of the London Business School has concluded: "There is no link between demographic diversity and performance, despite many flimsy reports claiming the contrary…. Indeed, the evidence is that quota-driven demographic diversity reduces performance."

Additionally, FEP's proposal cites growing risks associated with DEI initiatives. Recent Supreme Court and appellate court rulings have heightened scrutiny of race-conscious and quota-driven practices. Other companies have already curtailed or ended similar programs in light of these developments. Visa's perfect score on the Human Rights Campaign's (HRC) Corporate Equality Index and its partnership with the HRC suggest potential legal exposure, particularly where those programs may conflict with federal nondiscrimination laws. With more than 31,000 employees, even a small percentage of successful claims could saddle Visa with hundreds of millions in damages, as evidenced by the recent $25.6 million judgment against Starbucks.

Visa's behavior also reflects a troubling pattern of possible bad faith. The company ignored at least five separate offers from FEP to engage constructively, despite public statements in its proxy materials claiming to value "year-round dialogue and engagement" with shareholders. More disturbingly, Visa appears to be engaging in viewpoint discrimination: While refusing to even meet with FEP, an avowedly free-market conservative shareholder group, it negotiated a friendly withdrawal of a similar proposal submitted by the progressive group As You Sow in 2022. Relatedly, Visa is rated "high risk" by the 1792 Exchange's Corporate Bias ratings and scored only 10% on Alliance Defending Freedom's Viewpoint Diversity Index.

FEP calls upon the SEC to reject Visa's exclusion request and to allow shareholders the opportunity to weigh in. True transparency requires letting shareholders see whether Visa's DEI programs deliver value or merely invite risk.

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The National Center for Public Policy Research, founded in 1982, is a non-partisan, free-market, independent conservative think-tank. Ninety-four percent of its support comes from individuals, less than four percent from foundations and less than two percent from corporations. It receives over 350,000 individual contributions a year from over 60,000 active recent contributors.

The Free Enterprise Project, the original and premier opponent of the woke takeover of American corporate life, aims to push corporations to respect their fiduciary obligations and to stay out of political and social engineering. More information about FEP's proposals can be found in FEP's mobile and web app, ProxyNavigator.

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