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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
Date of Report (Date of earliest event reported):September 21, 2021
_______________________________________
Mastercard Incorporated
(Exact name of registrant as specified in its charter)
_______________________________________
Delaware001-3287713-4172551
(State or other jurisdiction
of incorporation)		(Commission File
Number)		(IRS Employer
Identification No.)
2000 Purchase Street10577
Purchase,NY
(Address of principal executive offices)(Zip Code)
(914)249-2000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange of which registered
Class A Common StockMANew York Stock Exchange
1.100% Notes due 2022MA22New York Stock Exchange
2.100% Notes due 2027MA27New York Stock Exchange
2.500% Notes due 2030MA30New York Stock Exchange
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).
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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. ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On September 21, 2021, Mastercard Incorporated (“Mastercard” or the “Company”) announced that Ajay Banga, 61, the Company’s current Executive Chairman, will retire effective on December 31, 2021.

Mr. Banga has served as Mastercard’s Executive Chairman since January 2021. He previously was appointed the Company’s President & Chief Executive Officer in 2010, and he joined the Company’s Board of Directors (the “Board”) the same year. He served as President & Chief Operating Officer from 2009 to 2010.

The Board has elected current Lead Independent Director Merit Janow to serve as non-executive Independent Chair of the Board, effective January 1, 2022.

A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit NumberExhibit Description
104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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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.

MASTERCARD INCORPORATED
Date:September 21, 2021By:
/s/ Janet McGinness
Janet McGinness
Corporate Secretary



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