UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): June 3, 2014 | ||||
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MasterCard Incorporated (Exact name of registrant as specified in its charter) | ||||
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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)) | |
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2014 annual meeting of stockholders (the “Annual Meeting”) of MasterCard Incorporated (the “Company”) was held on June 3, 2014. Holders of the Company’s Class A common stock, par value $0.0001 (“Class A common stock”), at the close of business on April 9, 2014 (the “Record Date”) were entitled to vote at the Annual Meeting. A total of 986,696,249 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 Company’s Board of Directors (the “Board”) as directors for a one-year term expiring on the date of the Company’s 2015 annual meeting of stockholders:
| DIRECTOR | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| Richard Haythornthwaite | 912,463,572 | 1,439,269 | 2,981,262 | 69,812,146 |
| Ajay Banga | 912,379,976 | 1,527,251 | 2,976,876 | 69,812,146 |
| Silvio Barzi | 912,373,561 | 1,496,180 | 3,014,362 | 69,812,146 |
| David R. Carlucci | 911,865,053 | 2,008,181 | 3,010,869 | 69,812,146 |
| Steven J. Freiberg | 912,454,999 | 1,422,251 | 3,006,853 | 69,812,146 |
| Julius Genachowski | 911,723,112 | 2,191,600 | 2,969,391 | 69,812,146 |
| Merit E. Janow | 911,708,130 | 2,204,495 | 2,971,478 | 69,812,146 |
| Nancy J. Karch | 836,477,058 | 76,512,261 | 3,894,784 | 69,812,146 |
| Marc Olivié | 912,344,299 | 1,517,192 | 3,022,612 | 69,812,146 |
| Rima Qureshi | 909,357,144 | 4,532,548 | 2,994,411 | 69,812,146 |
| José Octavio Reyes Lagunes | 912,419,214 | 1,454,788 | 3,010,101 | 69,812,146 |
| Jackson P. Tai | 794,819,903 | 118,133,085 | 3,931,115 | 69,812,146 |
| Edward Suning Tian | 911,397,871 | 1,555,342 | 3,930,890 | 69,812,146 |
2. The holders of Class A common stock approved MasterCard’s executive compensation on an advisory basis:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 877,803,214 | 28,715,048 | 10,365,841 | 69,812,146 |
3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2014:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 976,466,456 | 7,716,299 | 2,513,494 | — |
Item 8.01 Other Events.
On June 3, 2014, at the annual meeting, two new directors, Julius Genachowski and Merit E. Janow, were each elected to serve on the Board. Effective upon election, the Board appointed Mr. Genachowski to its Human Resources and Compensation Committee and Ms. Janow to its Nominating and Corporate Governance Committee.
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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 3, 2014 | By: | /s/ Bart S. Goldstein | |
| Bart S. Goldstein | ||||
| Corporate Secretary and Senior Associate General Counsel | ||||
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