Executive Change

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): January 12, 2022 _______________________________________ Mastercard Incorporated (Exact name of registrant as specified in its charter) _______________________________________ Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2000 Purchase Street 10577 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 class Trading Symbol Name of each exchange of which registered Class A Common Stock MA New York Stock Exchange 1.100% Notes due 2022 MA22 New York Stock Exchange 2.100% Notes due 2027 MA27 New York Stock Exchange 2.500% Notes due 2030 MA30 New 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). 1 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. ☐ 2 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. Exhibit Number Exhibit Description 99.1 Press Release issued by Mastercard Incorporated, dated January 12, 2022 104 Cover 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. 3 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: January 12, 2022 By: /s/ Janet McGinness Janet McGinness Corporate Secretary 4