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): August 7, 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)
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Item 8.01 Other Events
MasterCard Incorporated (the “Company”) announced today that Richard Haythornthwaite, Chairman of the Company’s Board of Directors, 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 12,000 shares of Class A common stock associated with vested and released deferred stock units. 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 October 6, 2014 and will end no later than October 1, 2016. The 10b5-1 Plan may terminate sooner in accordance with its terms.
Mr. Haythornthwaite will continue to be subject to the Company’s non-employee director stock ownership guidelines, whereby he is expected to own a number of shares with a value of at least five times the current annual cash retainer fee for service on the Board of Directors. For purposes of the stock ownership guidelines, shares of Class A common stock and vested deferred stock units held directly or indirectly by Mr. Haythornthwaite are included.
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: August 12, 2014
By /s/ Craig Brown
Assistant Corporate Secretary and Senior Managing Counsel