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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM 8-K/A
_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2023
_______________________________________
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 10577
Purchase, NY
(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))
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
2.1% Notes due 2027 MA27 New York Stock Exchange
1.0% Notes due 2029 MA29A New York Stock Exchange
2.5% 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. ☐
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On March 3, 2023, Mastercard Incorporated (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) under Item 5.02 stating that Michael Froman, 60, a Named Executive Officer and the Company’s Vice Chairman and President, Strategic Growth, would depart from Mastercard at the end of May 2023. 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 May 18, 2023, the Company announced that Michael Froman would continue with the Company until December 31, 2023 in order to ensure a seamless leadership transition. Effective June 1, 2023 (the “Effective Date”), Mr. Froman will become an Advisor to the CEO and will work on a reduced schedule of 25% of his current full-time commitment at a reduced rate of annual salary of $181,250. His bonus target for 2023 will be 125% of his part-time base salary, prorated to the Effective Date. Mr. Froman’s current equity awards will not be modified, and he will not be eligible to receive additional equity awards for 2023.

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.
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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: May 19, 2023 By:
/s/ Craig Brown
Craig Brown
Assistant Corporate Secretary


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