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MA > SEC Filings for MA > Form 8-K on 3-Jun-2014All Recent SEC Filings

Show all filings for MASTERCARD INC



Submission of Matters to a Vote of Security Holders, Other Events

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

The 2014 annual meeting of stockholders (the "Annual Meeting") of MasterCard Incorporated (the "Company") was held on June 3, 2014. Holders of the Company's Class A common stock, par value $0.0001 ("Class A common stock"), at the close of business on April 9, 2014 (the "Record Date") were entitled to vote at the Annual Meeting. A total of 986,696,249 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 elected the following 13 director nominees to serve on the Company's Board of Directors (the "Board") as directors for a one-year term expiring on the date of the Company's 2015 annual meeting of stockholders:

DIRECTOR                       FOR       AGAINST    ABSTAIN  NON-VOTES
Richard Haythornthwaite    912,463,572  1,439,269  2,981,262 69,812,146
Ajay Banga                 912,379,976  1,527,251  2,976,876 69,812,146
Silvio Barzi               912,373,561  1,496,180  3,014,362 69,812,146
David R. Carlucci          911,865,053  2,008,181  3,010,869 69,812,146
Steven J. Freiberg         912,454,999  1,422,251  3,006,853 69,812,146
Julius Genachowski         911,723,112  2,191,600  2,969,391 69,812,146
Merit E. Janow             911,708,130  2,204,495  2,971,478 69,812,146
Nancy J. Karch             836,477,058 76,512,261  3,894,784 69,812,146
Marc Oliviť                912,344,299  1,517,192  3,022,612 69,812,146
Rima Qureshi               909,357,144  4,532,548  2,994,411 69,812,146

Josť Octavio Reyes Lagunes 912,419,214 1,454,788 3,010,101 69,812,146 Jackson P. Tai 794,819,903 118,133,085 3,931,115 69,812,146 Edward Suning Tian 911,397,871 1,555,342 3,930,890 69,812,146

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

877,803,214 28,715,048 10,365,841 69,812,146

3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2014:

976,466,456 7,716,299 2,513,494 -

Item 8.01 Other Events.

On June 3, 2014, at the annual meeting, two new directors, Julius Genachowski and Merit E. Janow, were each elected to serve on the Board. Effective upon election, the Board appointed Mr. Genachowski to its Human Resources and Compensation Committee and Ms. Janow to its Nominating and Corporate Governance Committee.

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