Form 8-K Amendment





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): September 21, 2011



MasterCard Incorporated

(Exact name of registrant as specified in its charter)




Delaware   001-32877   13-4172551

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

2000 Purchase Street

Purchase, New York

(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))




On May 3, 2011, MasterCard Incorporated (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report under Item 5.02 that on April 29, 2011, the Board of Directors of the Company elected Rima Qureshi to the Board of Directors. The Original Report is hereby amended pursuant to Instruction 2 to Item 5.02 of Form 8-K to provide the information set forth herein, which was not determined or was unavailable at the time of the Original Report.

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

On September 21, 2011, the Board of Directors of the Company appointed Rima Qureshi to the Human Resources and Compensation Committee of the Board of Directors, effective immediately.


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: September 21, 2011   By  

/S/ Noah J. Hanft


Noah J. Hanft

General Counsel, Chief Franchise Integrity

Officer and Corporate Secretary