8-KShareholder MattersCorporate ChangesExhibits & Filings

Mastercard Inc 8-K Report, Bylaw Amendment (Sep 23, 2010)

Filed September 23, 2010For Securities:MA

Summary

This 8-K filing from MasterCard Inc. reports on significant corporate governance changes approved by Class A stockholders at the company's 2010 annual meeting held on September 21, 2010. The primary focus is the amendment and restatement of the company's certificate of incorporation and bylaws. These changes include phasing in the declassification of the Board of Directors, eliminating a supermajority voting requirement for amending the certificate of incorporation, and revising board composition and stock ownership provisions. These corporate governance reforms are designed to enhance shareholder rights and streamline decision-making processes. The overwhelming approval of these proposals by Class A stockholders indicates strong support for modernizing the company's governance structure. Additionally, the filing confirms the re-election of four directors and the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2010.

Key Highlights

  • 1MasterCard's Class A stockholders approved significant amendments to the company's certificate of incorporation and bylaws at the 2010 annual meeting.
  • 2Key governance changes include the phased declassification of the Board of Directors and the elimination of a supermajority voting requirement for amending the certificate of incorporation.
  • 3Revised requirements for board composition and stock ownership were also approved.
  • 4The amendments were overwhelmingly approved by Class A stockholders, reflecting strong support for these corporate governance enhancements.
  • 5Four directors were re-elected to serve three-year terms.
  • 6The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2010 was ratified.
  • 7The filing includes the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws as exhibits.

Frequently Asked Questions

The main changes involved amending the certificate of incorporation and bylaws to phase in the declassification of the Board of Directors, eliminate a supermajority voting requirement for amending the certificate of incorporation, and revise rules regarding board composition and stock ownership.

Declassifying the board generally leads to more frequent accountability of directors to shareholders. Eliminating supermajority voting requirements can make it easier for shareholders to effect changes or approve important proposals. These changes aim to align corporate governance with modern best practices, potentially enhancing shareholder value and reducing agency costs.

Four directors—Nancy J. Karch, José Octavio Reyes Lagunes, Edward Suning Tian, and Silvio Barzi—were re-elected to serve on the Board of Directors for a three-year term expiring in 2013.

PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for MasterCard for the year 2010.