Summary of MASTERCARD INC - Yahoo! Finance

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2012 annual meeting of stockholders (the "Annual Meeting") of MasterCard Incorporated (the "Company") was held on June 5, 2012. Holders of the Company's Class A common stock, par value $0.0001 ("Class A common stock"), at the close of business on April 10, 2012 (the "Record Date") were entitled to vote at the Annual Meeting. A total of 106,228,720 shares of Class A common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting. The votes cast with respect to the matters voted upon at the Annual Meeting are set forth below:

1. The holders of Class A common stock re-elected the following eight director nominees to serve on the Company's Board of Directors as directors for a one-year term expiring on the date of the Company's 2013 annual meeting of stockholders:

                                                                                 BROKER
    DIRECTOR                       FOR            AGAINST         ABSTAIN       NON-VOTES
    Ajay Banga                  100,324,753           48,094        97,166       5,758,707
    David R. Carlucci           100,143,753          162,442       163,818       5,758,707
    Steven J. Freiberg          100,253,011           52,309       164,693       5,758,707
    Richard Haythornthwaite     100,367,412           50,845        51,756       5,758,707
    Marc Olivié                 100,138,287          167,418       164,308       5,758,707
    Rima Qureshi                 99,960,681          345,703       163,629       5,758,707
    Mark Schwartz               100,117,799          187,320       164,894       5,758,707
    Jackson P. Tai               87,028,267       13,232,081       209,665       5,758,707

2. The holders of Class A common stock approved the Company's executive compensation on an advisory basis:

                                                          BROKER
                       FOR        AGAINST     ABSTAIN    NON-VOTES
                    96,202,742   3,230,118   1,037,153   5,758,707

3. The holders of Class A common stock approved the Company's Amended and Restated 2006 Non-Employee Director Equity Compensation Plan:

                                                         BROKER
                        FOR        AGAINST    ABSTAIN   NON-VOTES
                     97,546,014   2,812,374   111,625   5,758,707

4. The holders of Class A common stock approved the Company's Amended and Restated 2006 Long Term Incentive Plan:

                                                         BROKER
                        FOR        AGAINST    ABSTAIN   NON-VOTES
                     97,235,306   3,170,438   64,269    5,758,707

5. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2012:

                                                         BROKER
                        FOR        AGAINST    ABSTAIN   NON-VOTES
                    105,156,208   1,009,748   62,764        0