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