8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________

FORM 8-K _______________________________________

CURRENT REPORT Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 12, 2022, the Board of Directors of Mastercard Incorporated (the “Company”) elected Harit Talwar to the Board of Directors, effective April 1, 2022. Mr. Talwar most recently served as Chairman of the Consumer Business (Marcus) of Goldman Sachs from January 2021 through October 2021, and previously was Global Head of the Consumer Business (Marcus) of Goldman Sachs from May 2015 through January 2021.

A copy of the press release announcing Mr. Talwar’s election is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Mr. Talwar will receive benefits consistent with those received by non-employee directors, including director compensation, as described in our most recent Quarterly Report on Form 10-Q and proxy statement. As such, Mr. Talwar will receive a prorated award of Mastercard deferred stock units under the Company’s 2006 Non-Employee Director Equity Compensation Plan to reflect his service prior to the Annual Meeting, after which, if elected by stockholders, Mr. Talwar will receive a full term’s award.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Mastercard Names Harit Talwar to Board of Directors

PURCHASE, N.Y. – January 12, 2022 – Mastercard Incorporated (NYSE: MA) today announced that its board of directors has named Harit Talwar as an independent director, effective April 1, 2022.

“Harit is a unique leader who has had great success in the consumer payments, digital and traditional banking worlds,” said Merit Janow, independent chair of Mastercard’s board of directors. “His accomplishments in payments speak for themselves, as he delivered results and consumer value at every step in a global and groundbreaking career. We expect his experiences will deepen the Board’s ability to provide guidance to the company for the next phase of our growth.”

Throughout his 35-year career, Talwar has held various payments and consumer banking leadership positions across the globe. Most recently, he led the creation of Marcus, Goldman Sachs’ first consumer business. In just five years, Marcus became one of the world’s largest neobanks.

Previously, he was chief marketing officer of Discover Financial Services and president of the company’s U.S. cards business. He also served as managing director of Morgan Stanley’s Consumer Banking Group International following a 15-year tenure at Citi, which saw him leading businesses across Europe, India, the Middle East and North America.

He currently serves as co-chairman of the American India Foundation and sits on the Asia Society’s global board of trustees. He is also a founder and trustee of Ashoka University, a liberal arts school focused on helping students prepare to be ethical leaders in an increasingly complex world.

Talwar holds a bachelor’s degree in Economics from Delhi University and a Master of Business Administration from the Indian Institute of Management Ahmedabad.

About Mastercard (NYSE: MA)

Mastercard is a global technology company in the payments industry. Our mission is to connect and power an inclusive, digital economy that benefits everyone, everywhere by making transactions safe, simple, smart and accessible. Using secure data and networks, partnerships and passion, our innovations and solutions help individuals, financial institutions, governments and businesses realize their greatest potential. Our decency quotient, or DQ, drives our culture and everything we do inside and outside of our company. With connections across more than 210 countries and territories, we are building a sustainable world that unlocks priceless possibilities for all.

www.mastercard.com

Media Contact

Seth Eisen, Global Communications, Mastercard

+1 (914) 249 3153 | Seth.Eisen@mastercard.com

Investor Contact

Seth Pruss, Investor Relations, Mastercard

+1 (914) 249 2264| investor.relations@mastercard.com