Mastercard Incorporated (NYSE:MA) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k

7 years ago

Mastercard Incorporated (NYSE:MA) Files An 8-K Submission of Matters to a Vote of Security Holders

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

Mastercard Incorporated (Mastercard) held its Annual Meeting on
June 27, 2017. Holders of Class A common stock at the close of
business on April 27, 2017 (the Record Date) were entitled to
vote at the Annual Meeting. A total of 949,187,063 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 12
director nominees to serve on the Board as directors for a
one-year term expiring on the date of Mastercards 2018 annual
meeting of stockholders:



Director	For	Against	Abstain	Broker Non-Votes
Richard Haythornthwaite	884,320,995	4,469,620	521,040	59,875,408
Ajay Banga	888,234,612	564,453	512,590	59,875,408
Silvio Barzi	884,959,052	3,828,552	524,051	59,875,408
David R. Carlucci	884,416,808	4,366,713	528,134	59,875,408
Steven J. Freiberg	882,640,238	6,164,669	506,748	59,875,408
Julius Genachowski	883,450,430	5,330,821	530,404	59,875,408
Merit E. Janow	883,978,180	4,807,789	525,686	59,875,408
Nancy J. Karch	887,092,154	1,649,649	569,852	59,875,408
Oki Matsumoto	800,226,936	87,966,842	1,117,877	59,875,408
Rima Qureshi	888,305,516	486,716	519,423	59,875,408
Jos Octavio Reyes Lagunes	883,106,790	5,669,782	535,083	59,875,408
Jackson Tai	885,013,309	3,772,904	525,442	59,875,408

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



For	Against	Abstain	Broker Non-Votes
697,500,861	188,743,255	3,067,539	59,875,408

3. The holders of Class A common stock voted on an advisory basis
for 1-year as the frequency of future advisory votes on executive
compensation:



1-Year	2-Years	3-Years	Abstain
707,875,872	113,450,661	67,219,902	765,220

After considering the voting results for Proposal 3, Mastercards
Board of Directors determined to continue to hold an annual
say-on-pay vote until Mastercard is next required, or the Board
deems it appropriate, to submit to the stockholders a proposal to
select, by advisory vote, the frequency of the say-on-pay vote.

4. The holders of Class A common stock approved the material
terms of the performance goals under the Long Term Incentive
Plan:



For	Against	Abstain	Broker Non-Votes
869,465,920	18,832,958	1,012,777	59,875,408

5. The holders of Class A common stock ratified the appointment
of PricewaterhouseCoopers LLP as Mastercards independent
registered public accounting firm for 2017:



For	Against	Abstain	Broker Non-Votes
938,869,046	9,608,288	709,729

6. The holders of Class A common stock did not approve the
stockholder proposal on gender pay equity:



For	Against	Abstain	Broker Non-Votes
67,373,484	796,256,281	25,681,890	59,875,408

About Mastercard Incorporated (NYSE:MA)
MasterCard Incorporated is a technology company that connects consumers, financial institutions, merchants, governments and businesses across the world. The Company operates through payment solutions segment. The Company allows user to make payments by a range of payment solutions and services using various brands, which include MasterCard, Maestro and Cirrus. Its offerings include loyalty and reward programs, information services and consulting. It provides a range of products and solutions that support payment products that customers can offer to their cardholders. The Company’s services facilitate transactions on the MasterCard Network among cardholders, merchants, financial institutions and governments. The Company’s programs include consumer credit, commercial, and debit and prepaid. The Company’s offerings and platforms include premium, travel, purchasing and fleet cards and programs.