UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM 8-K
_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Date of Report (Date of earliest event reported): | February 3, 2022 |
| _______________________________________ |
| Mastercard Incorporated |
(Exact name of registrant as specified in its charter) |
| _______________________________________ |
| Delaware | 001-32877 | 13-4172551 |
(State or other jurisdiction
of incorporation) | (Commission File
Number) | (IRS Employer
Identification No.) |
| 2000 Purchase Street | 10577 |
| Purchase, | NY |
| (Address of principal executive offices) | (Zip Code) |
| (914) | 249-2000 |
| (Registrant's telephone number, including area code) |
| NOT APPLICABLE |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | | | | | | | |
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | | | | | |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | | | | |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange of which registered |
| Class A Common Stock | | MA | | New York Stock Exchange |
| 1.100% Notes due 2022 | | MA22 | | New York Stock Exchange |
| 2.100% Notes due 2027 | | MA27 | | New York Stock Exchange |
| 2.500% Notes due 2030 | | MA30 | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 3, 2022, the Human Resources and Compensation Committee of the Board of Directors of Mastercard Incorporated (the “Company”) approved the following adjustments to base salaries (effective as of March 1, 2022) and target annual incentive bonus opportunities for the Company’s named executive officers as set forth below.
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| Named Executive Officer | Current Base Salary | New Base Salary (1) | 2021 Target Annual Incentive Bonus Opportunity (% of Base Salary) | 2022 Target Annual Incentive Bonus Opportunity (% of Base Salary) |
Michael Miebach Chief Executive Officer | $1,000,000 | $1,175,000 | 200% | 200% |
Sachin Mehra Chief Financial Officer | $650,000 | $750,000 | 125% | 150% |
Craig Vosburg Chief Product Officer | $650,000 | $700,000 | 125% | 125% |
Tim Murphy Chief Administrative Officer | $650,000 | $675,000 | 115% | 125% |
(1) 2022 annual incentive bonuses will be calculated based on the new base salaries.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| | | | | |
| Exhibit Number | Exhibit Description |
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | MASTERCARD INCORPORATED |
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| Date: | February 9, 2022 | By: | | /s/ Janet McGinness |
| | | | Janet McGinness |
| | | | Corporate Secretary |
