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 28, 2016 |
_______________________________________
|
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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 28, 2016, MasterCard Incorporated (“MasterCard”) held its 2016 annual meeting of stockholders (the “Annual Meeting”). Holders of MasterCard’s Class A common stock, par value $0.0001 (“Class A common stock”) at the close of business on April 29, 2016 (the “Record Date”) were entitled to vote at the Annual Meeting. A total of 967,765,771 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 12 director nominees to serve on the Board as directors for a one-year term expiring on the date of MasterCard’s 2017 annual meeting of stockholders:
|
| | | | |
| DIRECTOR | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| Richard Haythornthwaite | 906,889,625 | 1,051,831 | 492,986 | 59,331,329 |
| Ajay Banga | 907,404,958 | 551,723 | 477,761 | 59,331,329 |
| Silvio Barzi | 907,341,364 | 598,887 | 494,191 | 59,331,329 |
| David R. Carlucci | 907,198,065 | 742,963 | 493,414 | 59,331,329 |
| Steven J. Freiberg | 906,806,735 | 1,126,056 | 501,651 | 59,331,329 |
| Julius Genachowski | 907,546,735 | 392,122 | 495,585 | 59,331,329 |
| Merit E. Janow | 905,022,900 | 2,931,396 | 480,146 | 59,331,329 |
| Nancy J. Karch | 907,051,582 | 890,026 | 492,834 | 59,331,329 |
| Oki Matsumoto | 631,874,839 | 272,563,966 | 3,995,637 | 59,331,329 |
| Rima Qureshi | 907,478,538 | 425,105 | 530,799 | 59,331,329 |
| José Octavio Reyes Lagunes | 906,876,534 | 1,035,519 | 522,389 | 59,331,329 |
| Jackson Tai | 903,939,048 | 3,965,037 | 530,357 | 59,331,329 |
2. The holders of Class A common stock approved MasterCard’s executive compensation on an advisory basis:
|
| | | |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 875,520,458 | 29,809,012 | 3,104,972 | 59,331,329 |
3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as MasterCard’s independent registered public accounting firm for 2016:
|
| | | |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
| 955,251,538 | 11,860,582 | 653,651 | — |
Item 8.01 Other Events.
On June 28, 2016, at the Annual Meeting, Oki Matsumoto was elected to serve on the Board as a new director. Effective upon election, the Board appointed Mr. Matsumoto to its Human Resources and Compensation Committee.
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 28, 2016 | By: | | /s/ Janet McGinness |
| | | | | Janet McGinness |
| | | | | Corporate Secretary |
