Summary
Mastercard Incorporated (MA) filed an 8-K on April 10, 2007, to announce significant corporate actions approved by its Board of Directors, contingent on stockholder approval. These actions are designed to facilitate a more orderly conversion and subsequent sale of Class B common stock into Class A common stock. The company's Board has approved an amendment to its certificate of incorporation to enable this accelerated conversion process. Furthermore, the Board has authorized the conversion of up to 13.4 million shares of Class B common stock into Class A common stock and a share repurchase program of up to $500 million of Class A common stock. Both of these actions are dependent on the successful approval of the charter amendment by stockholders at the upcoming annual meeting on June 7, 2007. These moves suggest a strategic effort by Mastercard to enhance the liquidity and marketability of its shares.
Key Highlights
- 1Board of Directors approved an amendment to the certificate of incorporation to facilitate an accelerated, orderly conversion of Class B to Class A common stock.
- 2Approved conversion of up to 13.4 million shares of Class B common stock into Class A common stock.
- 3Approved a share repurchase program of up to $500 million of Class A common stock.
- 4All proposed actions are subject to stockholder approval at the June 7, 2007 annual meeting.
- 5The company is seeking to enhance the liquidity and marketability of its common stock.
- 6The filing also indicates that the report is intended to satisfy soliciting material requirements under Rule 14a-12 of the Exchange Act.