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Form 8-K MASTERCARD INC For: Jun 10

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June 10, 2015 2:37 PM EDT




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 9, 2015
_______________________________________

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 9, 2015, MasterCard Incorporated (“MasterCard”) held its 2015 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the holders of MasterCard’s Class A common stock, par value $0.0001 (“Class A common stock”) approved the MasterCard Amended and Restated Annual Incentive Compensation Plan (the “SEAICP”). The SEAICP had been previously approved by MasterCard’s Board of Directors (the “Board”), subject to stockholder approval.

The material features of the SEAICP are described in MasterCard’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2015 (the “Proxy Statement”). The description of the plan included in the Proxy Statement is incorporated herein by reference. The description of the SEAICP is qualified in its entirety by reference to the full text of the SEAICP, a copy of which is attached as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As indicated above, MasterCard held its Annual Meeting on June 9, 2015. Holders of Class A common stock at the close of business on April 15, 2015 (the “Record Date”) were entitled to vote at the Annual Meeting. A total of 986,653,393 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 Board as directors for a one-year term expiring on the date of MasterCard’s 2016 annual meeting of stockholders:
DIRECTOR
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
Richard Haythornthwaite
919,860,261
1,220,801
2,868,407
62,703,924
Ajay Banga
920,726,531
360,256
2,862,682
62,703,924
Silvio Barzi
919,574,284
1,509,615
2,865,570
62,703,924
David R. Carlucci
920,073,369
1,014,420
2,861,680
62,703,924
Steven J. Freiberg
919,364,598
1,717,517
2,867,354
62,703,924
Julius Genachowski
920,082,187
991,130
2,876,152
62,703,924
Merit E. Janow
917,312,030
3,774,167
2,863,272
62,703,924
Nancy J. Karch
917,145,208
3,943,474
2,860,787
62,703,924
Marc Olivié
919,651,634
1,435,822
2,862,013
62,703,924
Rima Qureshi
916,955,315
4,126,257
2,867,897
62,703,924
José Octavio Reyes Lagunes
920,561,436
518,493
2,869,540
62,703,924
Jackson P. Tai
913,442,319
6,926,077
3,581,073
62,703,924
Edward Suning Tian
919,786,121
1,297,821
2,865,527
62,703,924

2. The holders of Class A common stock approved MasterCard’s executive compensation on an advisory basis:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
891,793,085
28,822,941
3,333,443
62,703,924




3. The holders of Class A common stock approved the SEAICP:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
907,927,419
12,425,758
3,596,292
62,703,924
4. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as MasterCard’s independent registered public accounting firm for 2015:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
974,669,866
9,015,328
2,968,199
—



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number
Exhibit Description
10.1
MasterCard Senior Executive Annual Incentive Compensation Plan, as amended and restated effective June 9, 2015.





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 10, 2015
By:
 
/s/ Janet McGinness
 
 
 
 
Janet McGinness
 
 
 
 
Corporate Secretary



EXHIBIT INDEX

Exhibit Number
Exhibit Description
10.1
MasterCard Senior Executive Annual Incentive Compensation Plan, as amended and restated effective June 9, 2015.







Exhibit 10.1
 
MASTERCARD
SENIOR EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN

As Amended and Restated Effective June 9, 2015

MasterCard Incorporated and subsidiaries (collectively or individually, as the context requires, the “Company”) has adopted the MasterCard Senior Executive Annual Incentive Compensation Plan (the “Plan”) to reward senior executives for successfully achieving performance goals that are in direct support of corporate and business unit/regional goals.
ARTICLE I
DEFINITIONS
Section 1.1    “Board” shall mean the Board of Directors of the Company.
Section 1.2    “Code” shall mean the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein shall be deemed to include a reference to the regulations promulgated under such section.
Section 1.3    “Committee” shall mean the Human Resources and Compensation Committee of the Board of Directors of the Company, or such other committee or subcommittee designated by the Board to administer the Plan.
Section 1.4    “Disability” shall mean total and permanent disability in accordance with the Company’s long-term disability plan, as determined by the Committee.
Section 1.5    “Executive Officer” shall mean a person who is a member of the Company’s Executive Committee, or its equivalent.
Section 1.6    “Participant” shall mean, with respect to any Performance Period, any Executive Officer selected by the Committee to participate in the Plan with respect to that Performance Period.
Section 1.7    “Performance Period” shall mean a period of no less than 90 days for which incentive compensation shall be paid hereunder, as established by the Committee.
ARTICLE II
BONUS AWARDS
Section 2.1    Performance Targets.
(a)    The Committee (or subcommittee described in Section 6.1(a) below), will establish performance targets for each Performance Period. The performance targets for a Performance Period


        

shall be based upon one or more of the following objective business criteria: (i) revenue; (ii) earnings (including earnings before interest, taxes, depreciation and amortization, earnings before interest and taxes, and earnings before or after taxes); (iii) operating income; (iv) net income; (v) profit or operating margins; (vi) earnings per share; (vii) return on assets; (viii) return on equity; (ix) return on invested capital; (x) economic value-added; (xi) stock price; (xii) gross dollar volume; (xiii) total shareholder return; (xiv) market share; (xv) book value; (xvi) expense management; (xvii) cash flow, and (xviii) customer satisfaction. The foregoing criteria may relate to the Company, one or more of its affiliated employers or subsidiaries or one or more of its divisions, regions or units, or any combination of the foregoing, and may be applied on an absolute basis and/or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee shall determine. In establishing performance targets under Section 2.1(b) based on these objective business criteria, the Committee may provide that the targets shall be adjusted to reflect specified extraordinary, unusual and/or non-recurring items.
(b)    The performance targets shall be established by the Committee (or subcommittee) for a Performance Period (i) while the outcome for that Performance Period is substantially uncertain and (ii) no more than 90 days or, if less, the number of days which is equal to 25 percent of the relevant Performance Period, after the commencement of the Performance Period to which the performance target relates, or as otherwise permitted pursuant to Section 162(m) of the Code (or any successor section thereto).
Section 2.2    Bonus Awards.
(a)    The maximum bonus award payable to any Participant with respect to any calendar year of the Company shall not exceed $10,000,000.
(b)    Prior to the payment of a bonus award to any Participant, the Committee (or subcommittee described in Section 6.1(a) below) shall certify in writing the level of performance attained for the Performance Period to which such bonus award relates. The Committee shall have no discretion to increase the amount of a Participant’s maximum bonus award that would otherwise be payable to the Participant upon the achievement of specified levels of the performance target established by the Committee, however, the Committee may exercise negative discretion to make an award to any Participant for any Performance Period in an amount that is less than such maximum bonus award.
ARTICLE III
PAYMENT OF BONUS AWARD
Section 3.1    Form of Payment. Each Participant’s bonus award shall be paid in cash.
Section 3.2    Timing of Payment. Unless otherwise elected by the Participant pursuant to Section 3.3 below, each bonus award shall be paid in the first 2 ½ months of the year following the end of the Performance Period.

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Section 3.3    Deferral of Payment. Payments of bonus awards under the Plan are eligible for deferral as allowed under the MasterCard Incorporated Deferral Plan.
ARTICLE IV
BONUS AWARD RECOUPMENT POLICY
Section 4.1    Recoupment. In the event of a restatement of materially inaccurate financial results, the Committee has the discretion to recover bonus awards that were paid under the Plan to a Participant with respect to the period covered by the restatement as set forth herein. If the payment of a bonus award would have been lower had the achievement of applicable financial performance targets been calculated based on such restated financial results, the Committee may, if it determines appropriate in its sole discretion, to the extent permitted by law, recover from the Participant the portion of the bonus award paid in excess of the payment that would have been made based on the restated financial results. The Company will not seek to recover bonus awards paid more than three years after the date the Company filed the original report with the Securities and Exchange Commission that contained the inaccurate financial results to be restated. This Article IV is in addition to, and not in lieu of, any requirements under the Sarbanes-Oxley Act and shall apply notwithstanding anything to the contrary in the Plan.
ARTICLE V
TRANSFERS, TERMINATIONS AND NEW EXECUTIVE OFFICERS
Section 5.1    Terminations. A Participant who, whether voluntarily or involuntarily, is terminated, demoted, transferred or otherwise ceases to be an Executive Officer (otherwise than by death or disability) at any time prior to the date a bonus award is paid in respect of a Performance Period shall not be eligible to receive any bonus award with respect to such Performance Period. In the event of a Participant’s death during a Performance Period or prior to the date a bonus award is paid in respect of a Performance Period, the Participant shall receive within 75 days of death the target award payable for the Performance Period of the Participant’s death. In the event of a Participant’s termination by reason of disability during the Performance Period or prior to the date a bonus award is paid in respect of a Performance Period, the Participant shall receive within 75 days of such termination a partial target award, prorated based on the portion of the Performance Period that elapsed prior to such termination of employment by reason of disability.
ARTICLE VI
ADMINISTRATION
Section 6.1    Administration.
(a)    The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part to any subcommittee thereof; it is expected that, in the event the Committee is not comprised solely of “outside directors” within the meaning of Section 162(m) of the Code, a subcommittee comprised solely of at least two individuals who qualify as “outside directors”

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within the meaning of Section 162(m) of the Code (or any successor section thereto) shall establish and administer the performance targets and certify that the performance targets have been attained; provided, however, that the failure of the subcommittee to be so constituted shall not impair the validity of any bonus award granted by such subcommittee.
(b)    It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan, and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. The Committee’s decisions or actions in respect thereof shall be conclusive and binding upon any and all Participants and their beneficiaries, successors and assigns, and all other persons.
ARTICLE VII
OTHER PROVISIONS
Section 7.1    Term. This Plan, as approved by the Committee on April 13, 2015, shall be effective as of the annual meeting of stockholders in 2015 at which the Plan is approved by stockholders, with respect to bonus awards granted on or after the date of that meeting.
Section 7.2    Amendment, Suspension or Termination of the Plan. This Plan does not constitute a promise to pay and may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee; provided, however, that any such amendment or modification shall comply with all applicable laws and applicable requirements for exemption (to the extent necessary) under Section 162(m) of the Code.
Section 7.3    Approval of Plan by Stockholders. The Plan shall be submitted for the approval of the Company’s stockholders at the annual meeting of stockholders to be held in 2015. In the event that the Plan is not so approved, no bonus award shall be payable under the Plan, and the Plan shall terminate and shall be null and void in its entirety.
Section 7.4    Bonus Awards and Other Plans. Nothing contained in the Plan shall prohibit the Company from granting awards or authorizing other compensation to any Executive Officer under any other plan or authority or limit the authority of the Company to establish other special awards or incentive compensation plans providing for the payment of incentive compensation to the Executive Officers.
Section 7.5    Miscellaneous.
(a)    The Company shall deduct all federal, state and local taxes required by law to be withheld from any bonus award paid to a Participant hereunder.
(b)    In no event shall the Company be obligated to pay to any Participant a bonus award for a Performance Period by reason of the Company’s payment of a bonus award to such Participant in any other Performance Period.

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(c)    The rights of Participants under the Plan shall be unfunded and unsecured. Amounts payable under the Plan are not and will not be transferred into a trust or otherwise set aside, except as provided in the MasterCard Incorporated Deferral Plan, in the event of a deferral thereunder. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any bonus award under the Plan.
(d)    Nothing in this Plan or in any instrument executed pursuant hereto shall confer upon any person any right to continue in the employment or other service of the Company, or shall affect the right of the Company to terminate the employment or other service of any person at any time with or without cause.
(e)    No rights of any Participant to payments of any amounts under the Plan shall be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of other than by will or by laws of descent and distribution, and any such purported sale, exchange, transfer, assignment, pledge, hypothecation or disposition shall be void.
(f)    Any provision of the Plan that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Plan.
(g)    The validity, construction, interpretation and administration of the Plan and any bonus awards under the Plan and of any determinations or decisions made thereunder, and the rights of all persons having or claiming to have any interest herein or thereunder, shall be governed by, and determined exclusively in accordance with, the laws of New York (determined without regard to its conflict of laws provisions).

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