SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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|¨||Preliminary Proxy Statement|
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|¨||Definitive Proxy Statement|
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|¨||Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.|
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On May 7, 2012, MasterCard Incorporated sent the following text of an email to employees in connection with its solicitation of proxies for its 2012 Annual Meeting of Stockholders:
As an employee who has received shares of MasterCards Class A common stock through the companys stock plan, you likely have either recently received (or will soon receive) from Morgan Stanley Smith Barney, as your broker, a notice of internet availability of proxy materials (or if previously requested, actual paper copies of the proxy materials) for our upcoming 2012 Annual Meeting of Stockholders, to be held on June 5, 2012.
Your vote is very important. We encourage you to follow the instructions on the notice to review the proxy statement, which was filed with the U.S. Securities and Exchange Commission on April 24, 2012. You may vote your shares by phone or internet by following the instructions on the notice (or if you received paper copies of the proxy materials, on your voting form). Please also note that several of the proposals to be considered at the annual meeting are deemed to be non-routine and therefore require you to provide specific voting instructions in order for your vote to be counted for these proposals. In particular, among the proposals to be considered at the annual meeting are an advisory vote on our executive compensation and the amendment and restatement of our non-employee director and long-term incentive plans.
Please do not hesitate to contact either me (via email at or by phone at ) or Craig Brown, SEC Counsel (via email at or by phone at ), should you have any questions.
If you have already received your notice (or voting form) with respect to shares which are held at Morgan Stanley Smith Barney but inadvertently misplaced or discarded it, you may call of Morgan Stanley Smith Barney at with a voting instruction or to obtain the necessary information to view the proxy materials and vote. If you have any additional questions regarding how to vote your shares, please feel free to contact our proxy solicitor, Georgeson Inc., at (866) 541-3547.
Thanks in advance for your assistance. We appreciate you taking the time to review the proxy materials, consider the matters included and vote.
Bart S. Goldstein
Group Executive, Senior Associate General Counsel