As filed with
the Securities and Exchange Commission on July 27, 2023
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Mastercard Incorporated
(Exact Name of Registrant as Specified in Its Charter)
| Delaware |
13-4172551 |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
2000 Purchase Street
Purchase, New York 10577
(914) 249-2000
(Address, Including Zip Code of Registrant’s
Principal Executive Offices)
Mastercard Incorporated Employee Stock Purchase
Plan
(Full Title of the Plan)
Timothy Murphy
Chief Administrative Officer
Mastercard Incorporated
2000 Purchase Street
Purchase, New York 10577
Telephone: (914) 249-2000
(Name and Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copy to:
Byron B. Rooney
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
United States
(212) 450-4000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
|
☒ |
Accelerated filer |
|
☐ |
| Non-accelerated filer |
|
☐ |
Smaller reporting company |
|
☐ |
| |
|
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Mastercard Incorporated (the “Company” or the
“Registrant”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the
Securities Act of 1933, as amended (the “Securities Act”), to register 10,000,000 shares of its Class A Common Stock,
par value $0.0001 per share ("Common Stock"), pursuant to the Mastercard Incorporated Employee Stock Purchase Plan (the “Plan”). The
Plan was approved by the Company’s stockholders on June 27, 2023.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to employees as specified by Rule 428(b)(1) under the Securities Act. Such documents need not be filed with
the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. In accordance with the introductory note to Part I of Form S-8,
these documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Company under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated in this Registration Statement
by reference:
| 1. | The Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 14, 2023; |
| 2. | The Company’s Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2023 and June 30, 2023, filed with the Commission on April
27, 2023 and July 27, 2023, respectively; |
| 4. | The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form
8-A filed with the Commission on May 12, 2006, under Section 12(b) of the Exchange Act, and any amendments or reports filed for the
purpose of updating such description, including Exhibit
4.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
In addition, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement (other than any such documents or portions
thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including
any exhibits included with such Items), prior to the filing of a post-effective amendment to this Registration Statement which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the date of filing such documents.
Any statement contained in this Registration Statement or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained or incorporated by reference herein or in any other subsequently filed document which
is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
(the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer,
employee or agent of a corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of being or having been in any such capacity, if he acted in good
faith in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal
action, or proceeding, had no reasonable cause to believe his conduct was unlawful, except that with respect to an action brought by or
in the right of the corporation such indemnification is limited to expenses (including attorneys’ fees). The Company’s amended
and restated certificate of incorporation provides that the Company must indemnify its directors and officers to the fullest extent permitted
by Delaware law. The Company has also entered into indemnification agreements with certain of its directors that provide for the Company
to indemnify them to the fullest extent permitted by Delaware law.
Section 102(b)(7) of the DGCL enables a corporation, in its certificate
of incorporation or an amendment thereto, to eliminate or limit the personal liability of a director or officer to the corporation or
its stockholders for monetary damages for violations of the directors’ or officers’ fiduciary duty, except (i) for any
breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the
DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), (iv) for
any transaction from which the director or officer derived an improper personal benefit, or (v) in the case of an officer, for any action
by or in the right of the corporation. The Company’s amended and restated certificate of incorporation provides for such limitations
on liability for its directors and officers.
The Company currently maintains liability insurance for its directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
See attached Exhibit Index, which is incorporated
herein by reference.
ITEM 9. UNDERTAKINGS.
| (a) | The undersigned Registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement; |
provided, however, that the undertakings set
forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue. |
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Purchase, State of New York, on the 27th day of July, 2023.
| |
MASTERCARD INCORPORATED |
| |
|
|
| |
By: |
/s/ Michael Miebach |
| |
Name: |
Michael Miebach |
| |
Title: |
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Michael Miebach, Sachin Mehra and Timothy Murphy, and each of them, his or her
true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration
Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the 27 day of
July, 2023.
| Signature |
|
Title |
| |
|
|
/s/ Michael Miebach
Michael Miebach
|
|
President and Chief Executive Officer; Director (Principal Executive Officer) |
| |
|
|
/s/ Sachin
Mehra
Sachin Mehra
|
|
Chief Financial Officer (Principal Financial Officer) |
| |
|
|
/s/ Sandra
Arkell
Sandra Arkell
|
|
Corporate Controller (Principal Accounting Officer) |
| |
|
|
/s/ Merit E. Janow
Merit E. Janow
|
|
Chairman of the Board; Director |
| |
|
|
/s/ Candido
Bracher
Candido Bracher
|
|
Director |
| |
|
|
/s/ Richard K. Davis
Richard K. Davis
|
|
Director |
| |
|
|
/s/ Julius
Genachowski
Julius Genachowski
|
|
Director |
| |
|
|
/s/ Choon
Phong Goh
Choon Phong Goh
|
|
Director |
| |
|
|
/s/ Oki
Matsumoto
Oki Matsumoto
|
|
Director |
| |
|
|
/s/ Youngme
Moon
Youngme Moon
|
|
Director |
| |
|
|
/s/ Rima
Qureshi
Rima Qureshi
|
|
Director |
| |
|
|
/s/ Gabrielle
Sulzberger
Gabrielle Sulzberger
|
|
Director |
| |
|
|
/s/ Harit
Talwar
Harit Talwar
|
|
Director |
| |
|
|
/s/ Lance
Uggla
Lance Uggla
|
|
Director |
Exhibit 5.1 and 23.1
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
davispolk.com
OPINION OF DAVIS POLK & WARDWELL LLP
July 27, 2023
Mastercard Incorporated.
2000 Purchase Street
Purchase, NY 10577
Ladies and Gentlemen:
We have acted as special counsel to Mastercard Incorporated, a Delaware
corporation (the “Company”), and are delivering this opinion in connection with the Company’s Registration Statement
on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, for the registration of 10,000,000 shares (the “Shares”) of the Company’s Class A common
stock, par value $0.0001 per share, that are issuable pursuant to the Mastercard Incorporated Employee Stock Purchase Plan (the “Plan”).
We, as your counsel, have examined originals or copies of such documents,
corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of
rendering this opinion.
In rendering the opinion expressed herein, we have, without independent
inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted
to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all
natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and
officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact
in the documents that we reviewed were and are accurate.
On the basis of the foregoing, we are of the opinion that the Shares
have been duly authorized and, when and to the extent issued pursuant to the Plan upon receipt by the Company of the consideration for
the Shares specified therein, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Mastercard Incorporated of our report dated February 14, 2023 relating to the financial statements and the effectiveness
of internal control over financial reporting, which appears in Mastercard Incorporated’s Annual Report on Form 10-K for the year
ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
New York, New York
July 27, 2023
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
Mastercard
Incorporated
(Exact
Name of Registrant as Specified in its Charter)
Newly
Registered Securities
| Security
Type |
Security
Class Title |
Fee
Calculation Rule |
Amount
Registered(1) |
Proposed
Maximum Offering Price Per Unit(3) |
Maximum
Aggregate Offering Price |
Fee
Rate |
Amount
of Registration Fee(2) |
| Equity |
Class
A Common Stock, par value US$0.0001 per share, reserved for issuance under the Registrant’s Employee Stock Purchase Plan |
Rule
457(c) and Rule 457(h) |
10,000,000 |
$397.64 |
$3,976,350,000.00 |
0.0001102 |
$438,193.77 |
| Total
Offering Amounts |
|
$3,976,350,000.00 |
|
$438,193.77 |
| Total
Fee Offsets(4) |
|
|
|
- |
| Net
Fee Due |
|
|
|
$438,193.77 |
| (1) | This
Registration Statement on Form S-8 (this “Registration Statement”) covers 10,000,000
shares of Class A Common Stock (“Common Stock”) of Mastercard Incorporated (the
“Company” or the “Registrant”) that were added to the shares of Common
Stock authorized for issuance pursuant to the Registrant’s Employee Stock Purchase
Plan (the “Plan”); and (iii) pursuant to Rule 416(a) under the Securities Act
of 1933, as amended (the “Securities Act”), this Registration Statement also
covers any additional shares of Common Stock that may become issuable under the Plans by
reason of any share dividend, share split or other similar transaction. |
| (2) | Rounded up to the nearest cent. |
| (3) | Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule
457(c) under the Securities Act, based upon the average of the high and low prices of the
Registrant’s Common Stock, as reported on The New York Stock Exchange on July 20,
2023. |
| (4) | There
are no fee offsets. |
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