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MA > SEC Filings for MA > Form 8-K on 17-Mar-2014All Recent SEC Filings

Show all filings for MASTERCARD INC



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Item 8.01 Other Events

MasterCard Incorporated (the "Company") announced today that Ronald Garrow, Chief Human Resources Officer, 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 7,770 shares of Class A common stock underlying vested stock option 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 May 12, 2014 and will end no later than November 12, 2014. The 10b5-1 Plan may terminate sooner in accordance with its terms.

Mr. Garrow will continue to be subject to the Company's executive stock ownership guidelines until reaching the age of 62, whereby he is encouraged to hold at least four times his base salary in stock. For purposes of the stock ownership guidelines, shares of Class A common stock held directly or indirectly by Mr. Garrow 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, nor to report modifications or terminations of the aforementioned 10b5-1 Plan or the plan of any other individual.

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