8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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 1, 2016
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MasterCard Incorporated
(Exact name of registrant as specified in its charter) |
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Delaware
(State or other jurisdiction
of incorporation) | 001-32877
(Commission
File Number) | 13-4172551
(IRS Employer
Identification No.) |
2000 Purchase Street
Purchase, New York
(Address of principal executive offices) | 10577
(Zip Code) |
(914) 249-2000 (Registrant's telephone number, including area code)
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NOT APPLICABLE
(Former name or former address, if changed since last report) |
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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): |
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¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | | 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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 1, 2016, the Human Resources and Compensation Committee of the Board of Directors (the “Compensation Committee”) of MasterCard Incorporated (the “Company”) approved performance targets for the year ending December 31, 2016 that will be used to determine the amounts of cash bonus awards that may be paid to the principal executive officer, principal financial officer, and the other named executive officers disclosed in the Company’s most recent proxy statement filed with the Securities and Exchange Commission (on April 28, 2015) under its Senior Executive Annual Incentive Compensation Plan (“SEAICP”). The funding of the 2016 SEAICP bonus pool will be based upon the Company’s achievement of predetermined net income and net revenue targets using a weighting of two-thirds for actual performance achieved against the net income target and one-third for actual performance achieved against the net revenue target. The Compensation Committee may decide to reduce the total amount awarded under the SEAICP at its discretion. The Compensation Committee set the individual 2016 annual cash incentive awards (as a percentage of base salary) under the SEAICP for the Company’s named executive officers as follows:
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Name | Performance Level Achieved |
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| Target |
| Maximum |
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Ajay Banga | 100 | % | 200 | % | 500 | % |
Martina Hund-Mejean | 62.5 | % | 125 | % | 312.5 | % |
Gary J. Flood | 62.5 | % | 125 | % | 312.5 | % |
Ann Cairns | 62.5 | % | 125 | % | 312.5 | % |
Chris McWilton, a previously-disclosed Named Executive Officer, left the Company on December 31, 2015 and therefore does not have a performance target for 2016.
Performance below threshold would result in no cash bonus payout.
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 4, 2016 | By /s/ Janet McGinness
Janet McGinness
Corporate Secretary |
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