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 26, 2018
 
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))

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 26, 2018 (the “Annual Meeting”). Holders of Class A common stock at the close of business on April 27, 2018 (the “Record Date”) were entitled to vote at the Annual Meeting. A total of 927,594,071 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 individuals to serve on the Board as directors for a one-year term expiring on the date of Mastercard’s 2019 annual meeting of stockholders:
Director
For
Against
Abstain
Broker
Non-Votes
Richard Haythornthwaite
848,493,484
11,675,469
1,946,362
65,478,756
Ajay Banga
857,592,974
3,772,784
749,557
65,478,756
Silvio Barzi
856,302,875
3,852,218
1,960,222
65,478,756
David R. Carlucci
848,370,893
11,800,033
1,944,389
65,478,756
Richard K. Davis
860,659,232
701,628
754,455
65,478,756
Steven J. Freiberg
849,449,476
11,341,280
1,324,559
65,478,756
Julius Genachowski
853,769,990
7,591,950
753,375
65,478,756
Choon Phong Goh
817,406,789
43,955,701
752,825
65,478,756
Merit E. Janow
858,232,718
3,131,564
751,033
65,478,756
Nancy J. Karch
852,891,362
8,463,199
760,754
65,478,756
Oki Matsumoto
770,402,261
90,396,030
1,317,024
65,478,756
Rima Qureshi
860,298,640
497,895
1,318,780
65,478,756
José Octavio Reyes Lagunes
855,129,537
6,236,393
749,385
65,478,756
Jackson P. Tai
851,490,745
9,867,582
756,988
65,478,756

2. The holders of Class A common stock approved Mastercard’s executive compensation on an advisory basis:
For
Against
Abstain
Broker
Non-Votes
815,208,676
44,803,740
2,102,899
65,478,756

3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2018:

For
Against
Abstain
Broker
Non-Votes

910,004,946
15,943,875
1,645,250
N/A




Item 8.01 Other Events.

On June 26, 2018, at the Annual Meeting, Richard K. Davis was elected to serve on the Board as a new director. Following his election by the stockholders, the Board appointed Mr. Davis 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 26, 2018
By:
 
/s/ Janet McGinness
 
 
 
 
Janet McGinness
 
 
 
 
Corporate Secretary