MasterCard 2012 Annual Report Download - page 49

Risks Related to our Class A Common Stock and Governance Structure
Future sales of our shares of Class A common stock could depress the market price of our Class A
common stock.
The market price of our Class A common stock could decline as a result of sales of a large number of shares
in the market or the perception that such sales could occur. These sales, or the possibility that these sales may
occur, also might make it more difficult for us or our stockholders to sell equity securities in the future. As of
February 7, 2013, we had 117,961,825 outstanding shares of Class A common stock, of which 12,378,831 shares
were owned by The MasterCard Foundation (the “Foundation”). Under the terms of the donation of these shares
by MasterCard to the Foundation, the Foundation became able to sell its shares of our Class A common stock
commencing on the fourth anniversary of the consummation of the IPO in May 2006 to the extent necessary to
comply with charitable disbursement requirements. Under Canadian tax law, the Foundation is generally required
each year to disburse at least 3.5% of its assets not used in administration of the Foundation in qualified
charitable disbursements. Despite permission from the Canadian tax authorities to defer its annual disbursement
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;
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