Mastercard Incorporated (Exact name of registrant as specified in its charter)

Transcription

1 Delaware (State r ther jurisdictin f incrpratin) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washingtn, D.C FORM 8-K CURRENT REPORT Pursuant t Sectin 13 r 15(d) f the Securities Exchange Act f 1934 Date f Reprt (Date f earliest event reprted): April 5, 2018 Mastercard Incrprated (Exact name f registrant as specified in its charter) 2000 Purchase Street Purchase, New Yrk (Address f principal executive ffices) (Cmmissin File Number) (914) (Registrant's telephne number, including area cde) (Zip Cde) (IRS Emplyer Identificatin N.) NOT APPLICABLE (Frmer name r frmer address, if changed since last reprt) Check the apprpriate bx belw if the Frm 8-K filing is intended t simultaneusly satisfy the filing bligatin f the registrant under any f the fllwing prvisins (see General Instructin A.2. belw): Written cmmunicatins pursuant t Rule 425 under the Securities Act (17 CFR ) Sliciting material pursuant t Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-cmmencement cmmunicatins pursuant t Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-cmmencement cmmunicatins pursuant t Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging grwth cmpany as defined in Rule 405 f the Securities Act f 1933 ( f this chapter) r Rule 12b-2 f the Securities Exchange Act f 1934 ( b-2 f this chapter). Emerging grwth cmpany If an emerging grwth cmpany, indicate by check mark if the registrant has elected nt t use the extended transitin perid fr cmplying with any new r revised financial accunting standards prvided pursuant t Sectin 13(a) f the Exchange Act. 1

2 Item 5.02 Departure f Directrs r Certain Officers; Electin f Directrs; Appintment f Certain Officers; Cmpensatry Arrangements f Certain Officers On April 5, 2018, Mastercard Incrprated (the Cmpany ) annunced that Ann Cairns, President, Internatinal, will transitin frm her current rle t Vice Chairman, effective June 1, 2018 (the Transitin Date ). The Cmpany indicated that effective as f the Transitin Date, Ms. Cairns will be succeeded by Gilbert Caldart, wh currently serves as President, Latin America and the Caribbean. Ms. Cairns emplyment agreement with the Cmpany, which was previusly disclsed, will be amended effective as f the Transitin Date t reflect the fllwing changes: Her 2018 base salary will be reduced frm 406,250 t 300,000 Fr the perid beginning n the Transitin Date, she will nt be eligible fr future cash bnus payments under the Cmpany s Senir Executive Annual Incentive Cmpensatin Plan In the event that Ms. Cairns leaves the Cmpany, she will receive a fixed payment equal t: A cntinuatin fr 18 mnths f her base salary in effect n May 31, 2018, plus An amunt equal t 1.5 times the annual incentive bnus she received fr 2017 Ms. Cairns will cntinue t be eligible t receive awards under the Cmpany s Lng Term Incentive Plan. The Cmpany s press release regarding Ms. Cairns transitin is attached as Exhibit 99.1 and incrprated herein by reference. Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Exhibit Descriptin 99.1 Press Release issued by Mastercard Incrprated, dated April 5,

3 SIGNATURES Pursuant t the requirements f the Securities Exchange Act f 1934, the registrant has duly caused this reprt t be signed n its behalf by the undersigned hereunt duly authrized. MASTERCARD INCORPORATED Date: April 5, 2018 By: /s/ Janet McGinness Janet McGinness Crprate Secretary 3

4 Exhibit 99.1 Mastercard Names Ann Cairns Vice Chairman Gilbert Caldart Appinted President, Internatinal Carl Enric t Lead Latin America and Caribbean Regin PURCHASE, N.Y. April 5, 2018 Mastercard tday annunced the appintment f Ann Cairns as vice chairman, effective June 1, Gilbert Caldart succeeds her as president, Internatinal. Bth will reprt t Ajay Banga, president and CEO. Cairns, wh had been president, Internatinal since 2011, becmes vice chairman, fcusing n a range f strategically imprtant initiatives like inclusin and the empwerment and prmtin f wmen within the cmpany and in the cmmunities it serves. She will als cntinue t serve as an ambassadr with senir partners and fundatins arund the wrld. "Ann has significantly grwn ur internatinal business ver the past seven years, said Banga. Her deep understanding and appreciatin f lcal cultures and expectatins has been a tremendus asset. Nt nly has she has built sustainable, strng grwth, Ann has served as a catalyst beynd payments, champining inclusin, the empwerment f wmen and talent develpment at all levels f the cmpany. We lk frward t her cntinued cntributins in this new rle. Prir t jining Mastercard, Cairns served as the head f Alvarez & Marsal s financial industry services grup in Lndn, where she led the Eurpean team managing Lehman Brthers Hldings Internatinal thrugh the Chapter 11 prcess. Earlier, Cairns was CEO, Transactin Banking at ABN-AMRO, and spent 15 years in senir peratinal psitins at Citigrup. In ttal, she has mre than 25 years f experience wrking in senir management psitins acrss Eurpe and the U.S., running glbal retail and investment banking peratins. She sits n the grup bard f Intercntinental Exchange (ICE) and is chair f ICE Clear Eurpe. Caldart t Expand Effrts t Glbal Stage As president, Internatinal, Caldart will be respnsible fr the management f all custmer-related activities utside f Nrth America. He will leverage the cmpany s seamless glbal structure t cntinue t drive value t custmers, cnsumers and sharehlders. Since 2013, Caldart has led Mastercard s Latin America and Caribbean regin. In this rle, he has evlved the cmpany s technlgy t transfrm the way peple, gvernments and businesses buy and pay fr things. Gilbert has a unique, glbal perspective rted in and infrmed by his experiences acrss bth develped and emerging markets, said Banga. He s knwn by ur

5 custmers and ur partners acrss many gegraphies. His cmmitment t ur teams and cntributin t ur strategy makes Gilbert an ideal leader t build n tday s fundatin and cntinue the mmentum in ur internatinal markets. Caldart riginally jined Mastercard in 2008 as president f the cmpany s GeSuth Divisin, where he managed the cmpany s peratins in Argentina, Chile, Uruguay, Paraguay, Peru, Blivia and Brazil. He had previusly spent 26 years at Citigrup in varius leadership psitins in Brazil and New Yrk. Mst ntably, he led Citi Brazil s Retail Banking divisin, Cnsumer Finance and Cards business fr ver six years. During his time at Citigrup, Caldart was n the bards f Credicard and Redecard, where he played a critical rle in the restructuring f the Credicard Grup in Brazil. Changes t Eurpean Leadership Als n June 1, Carl Enric will assume the rle f president f the Latin America and Caribbean regin, replacing Caldart, and will be based in Miami. He currently serves as divisin president fr Western Eurpe, respnsible fr driving the business in Belgium, Luxemburg, The Netherlands, France, Prtugal, Italy and Spain. He jined Mastercard in 2012, serving in several senir rles, including divisin president fr Central Eastern Eurpe. Enric had previusly served as CEO f BancPsta, the financial services divisin f Pste Italiane in Italy, in additin t senir rles at Banc di Sicilia, Capitalia Grup and Gldman Sachs. Abut Mastercard Mastercard (NYSE: MA), is a technlgy cmpany in the glbal payments industry. Our glbal payments prcessing netwrk cnnects cnsumers, financial institutins, merchants, gvernments and businesses in mre than 210 cuntries and territries. Mastercard prducts and slutins make everyday cmmerce activities - such as shpping, traveling, running a business and managing finances - easier, mre secure and mre efficient fr everyne. Fllw us n jin the discussin n the Beynd the Transactin Blg and subscribe fr the latest news n the Engagement Bureau. Cntact: Seth Eisen, seth.eisen@mastercard.cm,