Document




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))


1

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