MA.06.03.2014 - 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 3, 2014
_______________________________________

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))


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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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