Form 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 7, 2011

 

 

MasterCard Incorporated

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32877   13-4172551

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2000 Purchase Street

Purchase, New York

  10577
(Address of principal executive offices)   (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))

 

 

 


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

The 2011 annual meeting of stockholders (the “Annual Meeting”) of MasterCard Incorporated (the “Company”) was held on June 7, 2011. Only holders of the Company’s Class A common stock, par value $0.0001 (“Class A common stock”), at the close of business on April 13, 2011 (the “Record Date”) were entitled to vote at the Annual Meeting. A total of 100,420,961 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 re-elected the following four director nominees to serve on the Company’s Board of Directors as directors for a one-year term expiring on the date of the Company’s 2012 annual meeting of stockholders:

 

DIRECTOR   FOR   AGAINST   ABSTAIN  

BROKER

NON-VOTES

Marc Olivié

  93,512,595   1,458,512   237,911   5,211,943

Rima Qureshi

  94,224,026   745,209   239,783   5,211,943

Mark Schwartz

  94,201,814   768,394   238,810   5,211,943

Jackson P. Tai

  94,061,165   865,940   281,913   5,211,943

2. The holders of Class A common stock approved the compensation of MasterCard’s named executive officers on an advisory basis:

 

FOR   AGAINST   ABSTAIN  

BROKER

NON-VOTES

89,431,557

  5,360,271   417,190   5,211,943

 

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3. The following votes were cast by holders of Class A common stock with respect to the advisory vote on how frequently to hold an advisory vote to approve executive compensation:

 

1 YEAR   2 YEARS   3 YEARS   ABSTAIN   BROKER NON-VOTES

82,098,967

  3,332,007   9,391,679   386,365   5,211,943

In light of the voting results on this advisory proposal, and consistent with the Company’s Board of Directors’ recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation on an annual basis.

4. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2011:

 

FOR   AGAINST   ABSTAIN  

BROKER

NON-VOTES

98,901,697

  1,273,329   245,935  

 

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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 7, 2011     By  

    /s/ Noah J. Hanft 

     

  Noah J. Hanft

  General Counsel and Corporate Secretary

 

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