MASTERCARD INC FORM 8-K (Current report filing) Filed 09/11/08 for the Period Ending 09/09/08 Address 2000 PURCHASE STREET PURCHASE, NY 10577 Telephone 9142492000 CIK 0001141391 Symbol MA SIC Code 7389 - Business Services, Not Elsewhere Classified Industry Consumer Financial Services Sector Financial Fiscal Year 12/31 http://www.edgar-online.com Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
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): September 9, 2008 MasterCard Incorporated (Exact name of registrant as specified in its charter) Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission File Number) 2000 Purchase Street Purchase, New York 10577 (Address of principal executive offices) (Zip Code) (914) 249-2000 (Registrant s telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) (IRS Employer Identification No.) 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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 9, 2008, the Board of Directors of MasterCard Incorporated (the Company ) elected Jackson P. Tai as a Class M director of the Company, or one of three directors elected by financial institutions that are holders of the Company s Class M common stock. Mr. Tai is the former Vice Chairman and Chief Executive Officer of DBS Group and DBS Bank Ltd. Mr. Tai has not yet been appointed to any committees of the Board. A copy of the press release, issued by the Company on September 9, 2008, announcing this election is attached hereto as Exhibit 99.1 and incorporated herein by reference. Pursuant to the terms of Section 6.1 of the Company s 2006 Non-Employee Director Equity Compensation Plan (the Plan ), on September 9, 2008, Mr. Tai received 350 MasterCard deferred stock units. This award of deferred stock units will be settled on September 9, 2012 under the terms of the Plan. The Plan provides for the annual award of deferred stock units to the non-employee directors of the Company, determined by dividing $100,000 by the average of the high and low price for the Company s Class A common stock on the New York Stock Exchange on the grant date. Mr. Tai s award represents a pro-rated portion of deferred stock units awarded to non-employee directors of the Company joining the Board at a time other than an annual meeting of stockholders, determined by dividing $100,000 by $214.365, the average of the high and low price for the Company s Class A common stock on the New York Stock Exchange on the September 9, 2008 grant date, pro-rated to correspond to the approximately 9-month portion of the period from annual meeting to annual meeting that Mr. Tai will serve as a director. Item 9.01. Financial Statements and Exhibits. Exhibit Number (d) Exhibits. Exhibit Description 99.1 Press release of MasterCard Incorporated, dated September 9, 2008.
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: September 11, 2008 By /S/ Noah J. Hanft Noah J. Hanft General Counsel, Chief Franchise Officer and Corporate Secretary
Exhibit Number Exhibit Description EXHIBIT INDEX 99.1 Press release of MasterCard Incorporated, dated September 9, 2008.
Exhibit 99.1 MasterCard Announces New Board Member; Declares Regular Quarterly Dividend Jackson Tai Appointed to the MasterCard Board of Directors Purchase, NY, September 9, 2008 - MasterCard Incorporated (NYSE:MA) today announced the election of Jackson Tai to its Board of Directors, effective immediately. With this appointment, the MasterCard Board of Directors returns to a full complement of nine Class A directors and three directors representing the financial institutions that own MasterCard Class M shares. Jackson is an accomplished financial services executive, and his deep knowledge of our industry and global experience, particularly in Asia, will greatly benefit MasterCard, said Richard Haythornthwaite, chairman of the MasterCard Board of Directors. I look forward to working with Jackson and the entire Board to ensure that MasterCard continues to meet our commitments to our customers and shareholders as we make electronic payments easier, more secure and efficient for everyone involved. Jackson Tai, 58, joins the MasterCard board as a Class M director. He is the former Vice Chairman and CEO of DBS Group and DBS Bank Ltd., having served as CEO from June 2002 until December 2007. Mr. Tai joined DBS Group in July 1999 as Chief Financial Officer, and subsequently served as President and Chief Operating Officer until his appointment as CEO. Prior to joining DBS Group, Mr. Tai was a Managing Director in the Investment Banking Division at J.P. Morgan & Co. Incorporated, where he served 25 years and held several management positions in New York, Tokyo and San Francisco. Mr. Tai currently serves as a director on the Board of Directors of Brookstone, Inc., the ING Groep NV Supervisory Board and the Board of Directors of CapitaLand. He is also a member of the Bloomberg Asia Pacific Advisory Board, the Harvard Business School Asia-Pacific Advisory Board and the Harvard China Advisory Group. Mr. Tai also serves as a Trustee of the Asian Art Museum of San Francisco and Rensselaer Polytechnic Institute, and serves as a Governor of the San Francisco Symphony.
MasterCard Declares Regular Quarterly Dividend The MasterCard Board of Directors today declared a cash dividend of $0.15 per share, payable on November 10, 2008, to holders of record of its Class A common stock and Class B common stock as of October 10, 2008. About MasterCard Incorporated MasterCard Incorporated advances global commerce by providing a critical economic link among financial institutions, businesses, cardholders and merchants worldwide. As a franchisor, processor and advisor, MasterCard develops and markets payment solutions, processes over 18 billion transactions each year, and provides industry-leading analysis and consulting services to financial-institution customers and merchants. Through its family of brands, including MasterCard, Maestro and Cirrus, MasterCard serves consumers and businesses in more than 210 countries and territories. For more information go to www.mastercard.com. Contacts: Media Relations: Chris Monteiro, chris_monteiro@mastercard.com, 914-249-5826 Investor Relations: Barbara Gasper, investor_relations@mastercard.com, 914-249-4565