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
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 27, 2017 | ||||
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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
Mastercard Incorporated (“Mastercard”) held its Annual Meeting on June 27, 2017. Holders of Class A common stock at the close of business on April 27, 2017 (the “Record Date”) were entitled to vote at the Annual Meeting. A total of 949,187,063 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 2018 annual meeting of stockholders:
Director | For | Against | Abstain | Broker Non-Votes |
Richard Haythornthwaite | 884,320,995 | 4,469,620 | 521,040 | 59,875,408 |
Ajay Banga | 888,234,612 | 564,453 | 512,590 | 59,875,408 |
Silvio Barzi | 884,959,052 | 3,828,552 | 524,051 | 59,875,408 |
David R. Carlucci | 884,416,808 | 4,366,713 | 528,134 | 59,875,408 |
Steven J. Freiberg | 882,640,238 | 6,164,669 | 506,748 | 59,875,408 |
Julius Genachowski | 883,450,430 | 5,330,821 | 530,404 | 59,875,408 |
Merit E. Janow | 883,978,180 | 4,807,789 | 525,686 | 59,875,408 |
Nancy J. Karch | 887,092,154 | 1,649,649 | 569,852 | 59,875,408 |
Oki Matsumoto | 800,226,936 | 87,966,842 | 1,117,877 | 59,875,408 |
Rima Qureshi | 888,305,516 | 486,716 | 519,423 | 59,875,408 |
José Octavio Reyes Lagunes | 883,106,790 | 5,669,782 | 535,083 | 59,875,408 |
Jackson Tai | 885,013,309 | 3,772,904 | 525,442 | 59,875,408 |
2. The holders of Class A common stock approved Mastercard’s executive compensation on an advisory basis:
For | Against | Abstain | Broker Non-Votes |
697,500,861 | 188,743,255 | 3,067,539 | 59,875,408 |
3. The holders of Class A common stock voted on an advisory basis for 1-year as the frequency of future advisory votes on executive compensation:
1-Year | 2-Years | 3-Years | Abstain |
707,875,872 | 113,450,661 | 67,219,902 | 765,220 |
After considering the voting results for Proposal 3, Mastercard’s Board of Directors determined to continue to hold an annual say-on-pay vote until Mastercard is next required, or the Board deems it appropriate, to submit to the stockholders a proposal to select, by advisory vote, the frequency of the say-on-pay vote.
4. The holders of Class A common stock approved the material terms of the performance goals under the Long Term Incentive Plan:
For | Against | Abstain | Broker Non-Votes |
869,465,920 | 18,832,958 | 1,012,777 | 59,875,408 |
5. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2017:
For | Against | Abstain | Broker Non-Votes |
938,869,046 | 9,608,288 | 709,729 | — |
6. The holders of Class A common stock did not approve the stockholder proposal on gender pay equity:
For | Against | Abstain | Broker Non-Votes |
67,373,484 | 796,256,281 | 25,681,890 | 59,875,408 |
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 | ||||
June 27, 2017 | By: | /s/ Janet McGinness | ||
Janet McGinness | ||||
Corporate Secretary | ||||