SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 2014
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
2000 Purchase Street
Purchase, New York
(Address of principal executive offices)
(Registrant's telephone number, including area code)
(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)
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Item 8.01 Other Events
MasterCard Incorporated (the “Company”) announced today that Andrea Forster, Corporate Controller, entered into a pre-arranged stock trading plan to sell a limited amount of the Company’s shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), for personal financial management purposes, designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policies regarding stock transactions (the “10b5-1 Plan”).
The 10b5-1 Plan allows for the sale of a maximum of 4,456 shares of Class A common stock associated with restricted stock unit awards. The 10b5-1 Plan provides for sales of specified share amounts at specified market prices, subject to certain limitations. Sales pursuant to the 10b5-1 Plan are expected to begin as early as February 9, 2015 and will end no later than September 30, 2015. The 10b5-1 Plan may terminate sooner in accordance with its terms.
Ms. Forster will continue to be subject to the Company’s executive stock ownership guidelines until reaching the age of 62, whereby she is expected to own a number of shares with a value of at least one times her base salary in stock. For purposes of the stock ownership guidelines, shares of Class A common stock held directly or indirectly by Ms. Forster are included; however, not yet vested restricted stock units or performance stock units and unexercised stock options held are excluded.
Transactions made under the 10b5-1 Plan will be disclosed publicly through Form 4 filings with the U.S. Securities and Exchange Commission. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 pre-planned stock trading plans of Company officers or directors, nor to report modifications or terminations of the aforementioned 10b5-1 Plan or the plan of any other individual.
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.
Date: December 12, 2014
By /s/ Janet McGinness