MasterCard 2009 Annual Report Download - page 51

• changes in earning estimates, investors’ perceptions, recommendations by securities analysts or our
failure to achieve analysts’ earning estimates;
• the announcement of new products or service enhancements by us or our competitors;
• announcements related to litigation, regulation or legislative activity;
• potential acquisitions by us of other companies; and
• developments in our industry.
There are terms in our charter documents and under Delaware law that could be considered anti-
takeover provisions or could have an impact on a change in control.
Provisions contained in our amended and restated certificate of incorporation and bylaws and Delaware law
could delay or prevent entirely a merger or acquisition that our stockholders consider favorable. These provisions
may also discourage acquisition proposals or have the effect of delaying or preventing entirely a change in
control, which could harm our stock price. For example, subject to limited exceptions, our amended and restated
certificate of incorporation prohibits any person from beneficially owning more than 15% of any of the Class A
common stock, the Class B common stock or any other class or series of our stock with general voting power, or
more than 15% of our total voting power. Further, no member or former member of MasterCard International, or
any operator, member or licensee of any competing general purpose payment card system, or any affiliate of any
such person, may beneficially own any share of Class A common stock or any other class or series of our stock
entitled to vote generally in the election of directors. In addition,
• our board of directors is divided into three classes, with approximately one-third of our directors elected
each year;
• up to three of our directors (but no more than one-quarter of all directors) are elected by the holders of
our Class M common stock;
• any representative of a competitor of MasterCard or of the Foundation is disqualified from service on
our board of directors;
• our directors, other than the directors elected by the holders of our Class M common stock (who may be
removed without cause by the holders of the Class M common stock), may be removed only for cause
and only upon the affirmative vote of at least 80% in voting power of all the shares of stock then entitled
to vote at an election of directors, voting together as a single class;
• our stockholders are not entitled to the right to cumulate votes in the election of directors;
• holders of our Class A common stock are not entitled to act by written consent;
• our stockholders must provide timely notice for any stockholder proposals and director nominations;
• we have adopted limited liability provisions that eliminate the personal liability of directors and the
members of our European Board for monetary damages for actions taken as a director or member, with
certain exceptions; and
• a vote of 80% or more of all of the outstanding shares of our stock then entitled to vote is required to
amend certain sections of our amended and restated certificate of incorporation and for stockholders to
amend any provision of our bylaws.
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