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MasterCard Announces Annual Meeting Results; Stockholders Approve Company's Amended and Restated Certificate of Incorporation and Re-elect Four Members to Board of Directors

MasterCard Board of Directors Announces Regular Quarterly Dividend

PURCHASE, N.Y., Sep 21, 2010 (BUSINESS WIRE) -- MasterCard Incorporated (NYSE:MA) announced the results of its Annual Meeting of Stockholders, held earlier today at the company's worldwide headquarters in Purchase, NY.

MasterCard stockholders approved all proposals voted on at the meeting. As a result:

  • the Company's certificate of incorporation will be amended and restated to:
    • declassify the Board of Directors in phases and effect related changes in director vacancy and removal procedure;
    • eliminate a supermajority voting requirement for amending the Company's certificate of incorporation;
    • revise requirements applicable to the composition of the Board of Directors; and
    • revise requirements applicable to the ownership of the Company's stock and delete related obsolete provisions.
  • the following directors have been re-elected with a term to expire in 2013: Nancy J. Karch, Director Emeritus of McKinsey & Company; Jose Octavio Reyes Lagunes, President, Latin America Group at The Coca-Cola Company; Edward Suning Tian, Founder and Chairman of China Broadband Capital Partners, L.P.; and Silvio Barzi, Founder and Chairman of UniCredit Family Financing;
  • the Company's Senior Executive Annual Incentive Compensation Plan has been re-approved; and
  • the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2010 has been ratified.

Addressing stockholders on the Company's business, MasterCard President and Chief Executive Officer Ajay Banga noted that despite a challenging economic environment, MasterCard delivered strong results for 2009 and first half of 2010 and remains well positioned for future growth.

"Our success is a testament to the solid fundamentals of our business and our strong fiscal discipline," commented Banga. "As we move forward, we see tremendous opportunities to leverage the continued growth in electronic payments around the world."

MasterCard's Board of Directors also declared today a cash dividend of $0.15 per share, payable on November 10, 2010, to holders of record of its Class A common stock and Class B common stock as of October 12, 2010.

About MasterCard Incorporated

MasterCard Incorporated advances global commerce by providing a critical economic link among financial institutions, businesses, cardholders and merchants worldwide. As a franchisor, processor and advisor, MasterCard develops and markets payment solutions, processes over 22 billion transactions each year, and provides industry-leading analysis and consulting services to financial-institution customers and merchants. Powered by the MasterCard Worldwide Network and through its family of brands, including MasterCard(R), Maestro(R) and Cirrus(R), MasterCard serves consumers and businesses in more than 210 countries and territories. For more information go to

Forward-Looking Statements

Statements in this press release which are not historical facts are forward-looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date they are made. Accordingly, except for the company's ongoing obligations under the U.S. federal securities laws, the company does not intend to update or otherwise revise the forward-looking information. Forward-looking statements include, without limitation, statements relating to MasterCard's future growth and opportunities for MasterCard to leverage the continued growth in electronic payments around the world.

Actual results may differ materially from such forward-looking statements for a number of reasons related more broadly to MasterCard's overall business, including those set forth in the company's filings with the Securities and Exchange Commission (SEC), including the company's Annual Report on Form 10-K for the year ended December 31, 2009, the company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC during 2010. Factors other than those listed above could also cause the company's results to differ materially from expected results.

SOURCE: MasterCard Incorporated

Investor Relations:
Barbara Gasper, 914-249-4565
Media Relations:
Chris Monteiro, 914-249-5826