MasterCard 2012 Annual Report Download - page 50

• 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; and
• any representative of a competitor of MasterCard or of the Foundation is disqualified from service on
our board of directors.
A substantial portion of our voting power is held by the Foundation, which is restricted from selling
shares for an extended period of time and therefore may not have the same incentive to approve a
corporate action that may be favorable to the other public stockholders. In addition, the ownership of
Class A common stock by the Foundation and the restrictions on transfer could discourage or make more
difficult acquisition proposals favored by the other holders of the Class A common stock.
As of February 7, 2013, the Foundation owns 12,378,831 shares of Class A common stock, representing
approximately 10.5% of our general voting power. The Foundation may not sell or otherwise transfer its shares of
Class A common stock prior to April 26, 2026 (twenty years and eleven months following the IPO), except to the
extent necessary to satisfy its charitable disbursement requirements, for which purpose earlier sales are permitted. The
directors of the Foundation are required to be independent of us and our customers. The ownership of Class A common
stock by the Foundation, together with the restrictions on transfer, could discourage or make more difficult acquisition
proposals favored by the other holders of the Class A common stock. In addition, because the Foundation is restricted
from selling its shares for an extended period of time, it may not have the same interest in short or medium-term
movements in our stock price as, or incentive to approve a corporate action that may be favorable to, our other
stockholders.
Our ability to pay regular dividends to our holders of Class A common stock and Class B common
stock is subject to the discretion of our board of directors and will be limited by our ability to generate
sufficient earnings and cash flows.
MasterCard intends to pay cash dividends on a quarterly basis on our shares of Class A common stock and Class
B common stock. Our board of directors may, in its discretion, decrease the level of dividends or discontinue the
payment of dividends entirely. The payment of dividends is dependent upon our ability to generate earnings and cash
flows so that we may pay our obligations and expenses and pay dividends to our stockholders. However, sufficient
cash may not be available to pay such dividends. Payment of future dividends, if any, will be at the discretion of our
board of directors after taking into account various factors, including our financial condition, operating results,
available cash and current and anticipated cash needs. If, as a consequence of these various factors, we are unable to
generate sufficient earnings and cash flows from our business, we may not be able to make or may have to reduce or
eliminate the payment of dividends on our shares of Class A common stock and Class B common stock.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
As of December 31, 2012, MasterCard and its subsidiaries owned or leased 126 commercial properties. We
own our corporate headquarters, a 472,600 square foot building located in Purchase, New York. There is no
outstanding debt on this building. Our principal technology and operations center is a 528,000 square foot leased
facility located in O’Fallon, Missouri. The term of the lease on this facility is 10 years, which commenced on
March 1, 2009. Our leased properties in the United States are located in 10 states, Puerto Rico and in the District
of Columbia. We also lease and own properties in 57 other countries. These facilities primarily consist of
corporate and regional offices, as well as our operations centers.
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