Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2010

 

 

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
Purchase, New York
  10577
(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))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


7.01 Regulation FD Disclosure

On September 15, 2010, MasterCard Incorporated (the “Company”) will host a meeting for members of the investment community. As part of discussions at the meeting, the Company is providing the following 2011-2013 longer-term performance objectives (each on a constant currency basis):

 

   

Net revenue compound annual growth rate (“CAGR”) of 12-14%;

 

   

Annual operating margin of a minimum of 50%; and

 

   

Earnings per share CAGR growth of 20% plus.

In addition, presentation materials for the meeting are attached hereto as Exhibit 99.1. The descriptions of long-term performance objectives set forth above and all information set forth in the attached presentation materials is furnished but not filed.

 

Item 8.01 Other Events

On September 14, 2010, the Company issued a press release announcing that its Board of Directors has approved a program to repurchase up to $1 billion of shares of the Company’s Class A common stock, par value $0.0001. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit
Number

  

Exhibit Description

99.1    MasterCard Incorporated Investor Presentations, dated September 15, 2010.
99.2    Press Release issued by MasterCard Incorporated, dated September 14, 2010.

 


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.

 

    MASTERCARD INCORPORATED
Date: September 15, 2010     By   /S/    NOAH J. HANFT        
      Noah J. Hanft
     

General Counsel, Chief Payment System

Integrity and Compliance Officer and Corporate

Secretary


EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit Description

99.1    MasterCard Incorporated Investor Presentations, dated September 15, 2010.
99.2    Press Release issued by MasterCard Incorporated, dated September 14, 2010.