Summary
Mastercard Inc. filed an 8-K on February 11, 2011, primarily detailing its executive compensation structure for 2011 and announcing the date and submission deadlines for its 2011 Annual Meeting of Stockholders. For investors, the most significant aspect is the approval of performance targets for annual cash bonus awards under the Senior Executive Annual Incentive Compensation Plan (SEAICP). These bonuses for key executives, including the CEO and CFO, will be determined by the achievement of predetermined net income and net revenue targets for the fiscal year 2011, with net income weighted at two-thirds and net revenue at one-third. The filing also informs shareholders about the upcoming 2011 Annual Meeting scheduled for June 7, 2011. Importantly, it outlines updated deadlines for submitting stockholder proposals and director nominations, which are now earlier than in previous years. This provides shareholders with critical information for engaging in corporate governance matters and exercising their rights to propose resolutions or nominate candidates for the board.
Key Highlights
- 1Mastercard's Human Resources and Compensation Committee approved performance targets for 2011 executive cash bonus awards.
- 2Executive bonuses under the SEAICP will be based on achieving predetermined net income (2/3 weighting) and net revenue (1/3 weighting) targets for 2011.
- 3Performance below the threshold set for net income and net revenue will result in no cash bonus payout for executives.
- 4The 2011 Annual Meeting of Stockholders is scheduled for June 7, 2011.
- 5The deadline for submitting stockholder proposals for inclusion in the 2011 proxy statement is March 9, 2011.
- 6The deadline for director nominations and other business to be brought before the 2011 Annual Meeting is also March 9, 2011, with submissions accepted from February 7, 2011.
- 7The Annual Meeting is returning to its typical June timing after being held in September in 2010.