8-KLeadership ChangesOther EventsExhibits & Filings

Mastercard Inc 8-K Report, Executive Changes (Jan 25, 2008)

Filed January 25, 2008For Securities:MA

Summary

MasterCard Incorporated (MA) filed an 8-K on January 25, 2008, primarily to announce the election of two new directors to its Board. José Octavio Reyes Lagunes, President of The Coca-Cola Company's Latin America Group, was elected as a Class A director. Silvio Barzi, Executive Vice President of UniCredit Group, was elected as a Class M director. Mr. Barzi's election is significant as he represents financial institutions holding Class M common stock and has prior experience on MasterCard's Board and European Board. Both new directors received deferred stock units as part of their compensation under the Company's non-employee director equity plan. Additionally, the filing clarified the deadlines for submitting proposals for the upcoming 2008 annual meeting of stockholders. Matters not eligible for inclusion in the proxy statement must be received by the Company between February 8, 2008, and March 9, 2008. The filing also noted that no proposals eligible for inclusion in the proxy statement were received by the December 28, 2007 deadline.

Key Highlights

  • 1MasterCard appointed José Octavio Reyes Lagunes, President of Latin America Group at The Coca-Cola Company, as a Class A director.
  • 2Silvio Barzi, Executive Vice President of UniCredit Group, was elected as a Class M director, representing financial institutions holding Class M stock.
  • 3Mr. Barzi has prior experience on MasterCard's Board (2003-2006) and served as Chairman of the MasterCard European Board since June 2007.
  • 4Both new directors were granted 240 MasterCard deferred stock units, with settlement scheduled for January 22, 2012.
  • 5The deferred stock units were valued based on MasterCard's Class A common stock price and prorated for the portion of the current term the new directors will serve.
  • 6The filing sets the submission window for Meeting Proposals (not eligible for proxy statement inclusion) for the 2008 annual meeting as February 8, 2008, to March 9, 2008.
  • 7MasterCard received no proposals eligible for inclusion in its 2008 proxy statement by the December 28, 2007 deadline.

Frequently Asked Questions

MasterCard appointed José Octavio Reyes Lagunes as a Class A director and Silvio Barzi as a Class M director.

Silvio Barzi represents financial institutions that are holders of the Company's Class M common stock. He also brings significant prior experience, having served on MasterCard's Board from 2003 to 2006 and as Chairman of the MasterCard European Board since June 2007.

Pursuant to the Company's 2006 Non-Employee Director Equity Compensation Plan, both Mr. Reyes and Mr. Barzi received 240 MasterCard deferred stock units. These units are scheduled to be settled on January 22, 2012.

Proposals not eligible for inclusion in the proxy statement (Meeting Proposals) must be received by the Company between February 8, 2008, and March 9, 2008. The deadline for proposals eligible for inclusion in the proxy statement was December 28, 2007, and none were received.