MasterCard 2011 Annual Report Download - page 47

requirement for up to 15 years and meet its total deferred disbursement obligations at the end of the 15-year
period, the Foundation may decide to meet its disbursement obligations on an annual basis or to settle previously
accumulated obligations during any given year.
The market price of our common stock could be volatile.
Securities markets worldwide experience significant price and volume fluctuations and have experienced
increased volatility in connection with recent unpredictable economic events around the world. This market
volatility, as well as the factors listed below, among others, could affect the market price of our common stock:
• the continuation of unprecedented economic events around the world in financial markets as well as
political conditions and other factors unrelated to our operating performance or the operating
performance of our competitors;
• quarterly variations in our results of operations or the results of operations of our competitors;
• changes in earnings estimates, investors’ perceptions, recommendations by securities analysts or our
failure to achieve analysts’ earnings 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 or any other class or series of our stock with general voting power, or more than 15% of our total
voting power. Further, except in limited circumstances, no customer or former customer of MasterCard, or any
operator, customer 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 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;
• a vote of 80% or more of all of the outstanding shares of our stock then entitled to vote is required for
stockholders to amend any provision of our bylaws;
• Our board of directors is divided into three classes—although pursuant to our amended certificate of
incorporation, a phase-out of these classes has begun and will be completed in 2013 (when each director
will be elected each year, with only two-thirds of our directors to be elected in 2012);
• any representative of a competitor of MasterCard or of the Foundation is disqualified from service on
our board of directors;
• prior to our 2013 annual meeting of stockholders, our directors may be removed 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.
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