6-10-2015 - 8-K




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________________________
FORM 8-K
_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2015
_______________________________________

MasterCard Incorporated 
(Exact name of registrant as specified in its charter) 
_______________________________________

Delaware 
(State or other jurisdiction
of incorporation)
001-32877
(Commission
File Number)
13-4172551 
(IRS Employer
Identification No.)
 
2000 Purchase Street
Purchase, New York 
(Address of principal executive offices)
10577 
(Zip Code)
(914) 249-2000
(Registrant’s telephone number, including area code)

NOT APPLICABLE 
(Former name or former address, if changed since last report)
_______________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


1


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 9, 2015, MasterCard Incorporated (“MasterCard”) held its 2015 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the holders of MasterCard’s Class A common stock, par value $0.0001 (“Class A common stock”) approved the MasterCard Amended and Restated Annual Incentive Compensation Plan (the “SEAICP”). The SEAICP had been previously approved by MasterCard’s Board of Directors (the “Board”), subject to stockholder approval.

The material features of the SEAICP are described in MasterCard’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2015 (the “Proxy Statement”). The description of the plan included in the Proxy Statement is incorporated herein by reference. The description of the SEAICP is qualified in its entirety by reference to the full text of the SEAICP, a copy of which is attached as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As indicated above, MasterCard held its Annual Meeting on June 9, 2015. Holders of Class A common stock at the close of business on April 15, 2015 (the “Record Date”) were entitled to vote at the Annual Meeting. A total of 986,653,393 shares of Class A common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting. The votes cast with respect to the matters voted upon at the Annual Meeting are set forth below:

1. The holders of Class A common stock elected the following 13 director nominees to serve on the Board as directors for a one-year term expiring on the date of MasterCard’s 2016 annual meeting of stockholders:
DIRECTOR
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
Richard Haythornthwaite
919,860,261
1,220,801
2,868,407
62,703,924
Ajay Banga
920,726,531
360,256
2,862,682
62,703,924
Silvio Barzi
919,574,284
1,509,615
2,865,570
62,703,924
David R. Carlucci
920,073,369
1,014,420
2,861,680
62,703,924
Steven J. Freiberg
919,364,598
1,717,517
2,867,354
62,703,924
Julius Genachowski
920,082,187
991,130
2,876,152
62,703,924
Merit E. Janow
917,312,030
3,774,167
2,863,272
62,703,924
Nancy J. Karch
917,145,208
3,943,474
2,860,787
62,703,924
Marc Olivié
919,651,634
1,435,822
2,862,013
62,703,924
Rima Qureshi
916,955,315
4,126,257
2,867,897
62,703,924
José Octavio Reyes Lagunes
920,561,436
518,493
2,869,540
62,703,924
Jackson P. Tai
913,442,319
6,926,077
3,581,073
62,703,924
Edward Suning Tian
919,786,121
1,297,821
2,865,527
62,703,924

2. The holders of Class A common stock approved MasterCard’s executive compensation on an advisory basis:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
891,793,085
28,822,941
3,333,443
62,703,924




3. The holders of Class A common stock approved the SEAICP:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
907,927,419
12,425,758
3,596,292
62,703,924
4. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as MasterCard’s independent registered public accounting firm for 2015:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
974,669,866
9,015,328
2,968,199
—



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number
Exhibit Description
10.1
MasterCard Senior Executive Annual Incentive Compensation Plan, as amended and restated effective June 9, 2015.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
MASTERCARD INCORPORATED
 
 
 
 
Date:
June 10, 2015
By:
 
/s/ Janet McGinness
 
 
 
 
Janet McGinness
 
 
 
 
Corporate Secretary



EXHIBIT INDEX

Exhibit Number
Exhibit Description
10.1
MasterCard Senior Executive Annual Incentive Compensation Plan, as amended and restated effective June 9, 2015.