MasterCard Inc.

12/01/2021 | Press release | Distributed by Public on 12/01/2021 15:36

Management Change/Compensation - Form 8-K



Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2021
Mastercard Incorporated
(Exact name of registrant as specified in its charter)
Delaware 001-32877 13-4172551
(State or other jurisdiction
of incorporation)
(Commission File
(IRS Employer
Identification No.)
2000 Purchase Street 10577
Purchase, NY
(Address of principal executive offices) (Zip Code)
(914) 249-2000
(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)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange of which registered
Class A Common Stock MA New York Stock Exchange
1.100% Notes due 2022 MA22 New York Stock Exchange
2.100% Notes due 2027 MA27 New York Stock Exchange
2.500% Notes due 2030 MA30 New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 1, 2021, Mastercard Incorporated ("Mastercard") announced that Ajay Banga has joined General Atlantic, a leading global growth equity firm with more than four decades of experience providing capital and strategic support for over 445 growth companies throughout its history, as Vice Chairman. In this role, Mr. Banga will advise on strategic matters for the firm, its investment teams, and its portfolio of more than 165 growth companies around the world.

In addition to his new role with General Atlantic, Mr. Banga will continue to serve as Chairman of the International Chamber of Commerce through the end of his term in 2022. During 2021, he accepted independent director roles with Singaporean investment firm Temasek and with the Exor holding company, where he serves as chair of the company's environmental, social, and corporate governance committee.

Mr. Banga, who is retiring as Executive Chairman of Mastercard on December 31, 2021, has also recently agreed with Mastercard to serve as a consultant through the end of 2022 for $3 million plus reasonable expenses. Under this agreement, at the CEO's direction, he will continue to use his relationships with key clients and influencers around the world to help rebuild connections with them, many of which were interrupted by the pandemic.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit Number Exhibit Description
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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 1, 2021 By:
/s/ Janet McGinness
Janet McGinness
Corporate Secretary