Notes: RBCBD vote instruction.
| No. |
Proposition |
For |
Against |
| 1 |
Election of Director: Merit E. Janow |
100% |
0% |
| 2 |
Election of Director: Candido Bracher |
100% |
0% |
| 3 |
Election of Director: Richard K. Davis |
100% |
0% |
| 4 |
Election of Director: Julius Genachowski |
100% |
0% |
| 5 |
Election of Director: Choon Phong Goh |
100% |
0% |
| 6 |
Election of Director: Oki Matsumoto |
100% |
0% |
| 7 |
Election of Director: Michael Miebach |
100% |
0% |
| 8 |
Election of Director: Youngme Moon |
100% |
0% |
| 9 |
Election of Director: Rima Qureshi |
100% |
0% |
| 10 |
Election of Director: Gabrielle Sulzberger |
100% |
0% |
| 11 |
Election of Director: Harit Talwar |
100% |
0% |
| 12 |
Election of Director: Lance Uggla |
100% |
0% |
| 13 |
Advisory approval of Mastercards executive compensation |
100% |
0% |
| 14 |
Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2025 |
100% |
0% |
| 15 |
Approval of an amendment to Mastercards Amended and Restated Certificate of Incorporation to limit liability of officers as permitted by Delaware law |
100% |
0% |
| 16 |
Approval of an amendment to Mastercards Amended and Restated Certificate of Incorporation to remove the Industry Director concept |
100% |
0% |
| 17 |
Approval of an amendment to Mastercards Amended and Restated Certificate of Incorporation to implement other miscellaneous changes |
100% |
0% |
| 18 |
Consideration of a stockholder proposal requesting a racial equity audit report |
100% |
0% |
| 19 |
Consideration of a stockholder proposal requesting a report on affirmative action risks |
0% |
100% |
ABSTAIN VOTES ARE COMPILED AND SUBMITTED ON YOUR BEHALF AND ARE REFLECTED IN THE VOTING RESULTS AS THE DIFFERENCE BETWEEN THE FOR % AND THE AGAINST % WHERE APPLICABLE.