Mastercard Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Mastercard Inc. on June 9, 2009, regarding events occurring at the Company's 2009 Annual Meeting of Stockholders held on the same date.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate governance and administrative matters rather than financial performance.
Material Changes
Stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation with the following key changes:
- Board Size: Increased the potential maximum size of the Board of Directors to fifteen directors to allow for the appointment or nomination of up to three additional directors.
- Director Eligibility: Permitted no more than two officers of the Company to qualify for election and continued service as directors, even if they are or have been affiliated with a "Member" or "Similar Person" (competitors or licensees) within the prior three years.
Other Events and Governance
In addition to the charter amendment, the following actions were approved at the Annual Meeting:
- Director Elections:
- Richard Haythornthwaite, David R. Carlucci, and Robert W. Selander were elected as Class A Directors (Class III) with terms expiring in 2012.
- Steven J. Freiberg was elected as a Class M Director with a term expiring in 2012.
- Auditor Ratification: The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2009 was ratified.
The Company intends to file the certificate of amendment with the Delaware Secretary of State on or about June 10, 2009.
Key Facts for Investor Verification
- Verify the effective date of the Board size increase to 15 directors.
- Confirm the specific identities of the two officers permitted to serve as directors under the new affiliation rules.
- Review the full text of the Certificate of Amendment (Exhibit 3.1) for detailed legal definitions of "Member" and "Similar Person."
- Check subsequent filings for the official filing of the amendment with the State of Delaware.