MasterCard 2014 Annual Report Download - page 28

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Risks Related to our Class A Common Stock and Governance Structure
Our organizational documents and Delaware law contain terms and provisions 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;
• our stockholders are not entitled to act by written consent;
• 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.
The Foundation’s substantial stock ownership, and restrictions on its sales, may impact its approval of, or discourage,
corporate actions or acquisition proposals favorable to, or favored by, the other public stockholders.
As of February 5, 2015, the Foundation owned 116,918,728 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, 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.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2. Properties
As of December 31, 2014, MasterCard and its subsidiaries owned or leased 160 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 and in the District of Columbia. We also lease and own properties in 60 other countries. These facilities primarily consist
of corporate and regional offices, as well as our operations centers.
We believe that our facilities are suitable and adequate for the business that we currently conduct. However, we periodically
review our space requirements and may acquire or lease new space to meet the needs of our business, or consolidate and dispose
of facilities that are no longer required.
Item 3. Legal Proceedings
Refer to Notes 10 (Accrued Expenses and Accrued Litigation) and 18 (Legal and Regulatory Proceedings) to the consolidated
financial statements included in Part II, Item 8.