Summary
This 8-K filing from Mastercard Inc., dated June 9, 2009, reports on key decisions made at the company's 2009 annual stockholders' meeting. The primary focus for investors is the approval of an amendment to the company's certificate of incorporation. This amendment allows for an increase in the maximum size of the Board of Directors to fifteen, providing greater flexibility in board composition. It also modifies the criteria for director eligibility, specifically allowing up to two officers to serve as directors even if they have prior affiliations with members or similar persons within the preceding three years, with exceptions for directors elected by Class M Common Stock holders. Beyond the board structure changes, the filing also details the election of specific directors to Class A and Class M roles and the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2009. These corporate governance and oversight elements are crucial for investors assessing the company's management and control structure.
Key Highlights
- 1Stockholders approved an amendment to Mastercard's certificate of incorporation.
- 2The maximum size of the Board of Directors has been increased to fifteen.
- 3The amendment provides increased flexibility for appointing and nominating additional directors.
- 4New provisions allow up to two officers to serve as directors, even with prior affiliations with members or similar persons, with specific exclusions.
- 5Richard Haythornthwaite, David R. Carlucci, and Robert W. Selander were elected as Class A Directors.
- 6Steven J. Freiberg was elected as a Class M Director.
- 7PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2009.