UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨¨
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¨ | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Proxy Statement |
x | Definitive Additional Materials |
¨ | Soliciting Material under §240.14a-12 |
MASTERCARD INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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x | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12. |
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(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
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¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 18, 2013.
MASTERCARD INCORPORATED
Meeting Information
Meeting Type:
Annual Meeting
For holders as of:
April 19, 2013
Date: June 18, 2013
Time: 8:30 A.M. EasternTime
Location:
MasterCard Incorporated
2000 Purchase Street
Purchase, New York 10577
MasterCard Worldwide
You are receiving this communication because you hold shares in the company named above.
MASTERCARD INCORPORATED 2000 PURCHASE STREET PURCHASE, NY 10577-2509
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
M58144-P32112
See the reverse side of this notice to obtain proxy materials and voting instructions.
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. Notice and Proxy Statement
2. Annual Report/Form 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET:
www.proxyvote.com
2) BY TELEPHONE:
1-800-579-1639
3) BY E-MAIL*:
sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 4, 2013 to facilitate timely delivery.
How To Vote
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
Vote By Phone: Go to www.proxyvote.com for instructions on how to vote by phone.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
M58145-P32112
Voting Items
MasterCard Incorporateds Board of Directors recommends you vote FOR the following:
The Board of Directors recommends you vote FOR proposals 2 and 3.
1. Election of directors to serve on the Board of Directors:
2. Advisory approval of the Companys executive compensation
Nominees:
3. Ratification of the appointment of PricewaterhouseCoopers LLP
as the independent registered public accounting firm for the
a. Richard Haythornthwaite
Company for 2013
b. Ajay Banga
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
c. Silvio Barzi
d. David R. Carlucci
e. Steven J. Freiberg
f. Nancy J. Karch
g. Marc Olivié
h. Rima Qureshi
i. José Octavio Reyes Lagunes
j. Mark Schwartz
k. Jackson P. Tai
l. Edward Suning Tian
M58146-P32112
M58147-P32112