MA DEF 14A DEF-14A Report Sept. 21, 2010 | Alphaminr
Mastercard Inc

MA DEF 14A Report ended Sept. 21, 2010

MASTERCARD INC
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TABLE OF CONTENTS
IntroductionThe Voting StockFormer Class M Common StockQuorum RequirementsBroker Authority to Vote Under Rules of the New York Stock ExchangeVote Required for Amendment and Restatement of Certificate of Incorporation to (A) Declassify the Board of Directors in Phases and Effect Related Changes in Director Vacancy and Removal Procedures; (B) Eliminate a Supermajority Voting Requirement for Amending the Companys Certificate of Incorporation; (C) Revise Requirements Applicable to the Composition of the Board of Directors; and (D) Revise Requirements Applicable to the Ownership of the Companys Stock and Delete Related Obsolete ProvisionsVote Required for Adjournment of Meeting (if necessary or appropriate)Vote Required for Election of DirectorsVote Required for Re-approval of the Companys Senior Executive Annual Compensation PlanVote Required for Ratification of the Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for the Company for 2010Stockholders Entitled to VoteVoting ProceduresSolicitation of ProxiesHouseholdingAttending the Annual MeetingProposal 1 Amendment and Restatement of Certificate of IncorporationProposal 1A. Approve the Amendment and Restatement of the Old Certificate of Incorporation to Declassify the Board of Directors in Phases and Effect Related Changes in Director Vacancy and Removal ProceduresProposal 1B. Approve the Amendment and Restatement of the Old Certificate of Incorporation to Eliminate a Supermajority Voting Requirement for Amending the Companys Certificate of IncorporationProposal 1C. Approve the Amendment and Restatement of the Old Certificate of Incorporation to Revise Requirements Applicable to the Composition of the Board of Directors.Proposal 1D. Approve the Amendment and Restatement of the Old Certificate of Incorporation to Revise Requirements Applicable to the Ownership of the Companys Stock and Delete Related Obsolete ProvisionsProposal 2 Adjournment of the MeetingProposal 3 Election of DirectorsGeneralNominees for Election as DirectorContinuing DirectorsBoard of Directors and Corporate GovernanceQualifications of DirectorsDirector IndependenceNomination of DirectorsBoard Leadership StructureNon-Management Director MeetingsBoard Risk OversightStockholder CommunicationsDocuments AvailableCommittees of the Board of DirectorsAuditNominating and Corporate GovernanceHuman Resources and Compensation