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Notice of 2023 Annual Meeting and Proxy Statement

Notice of 2023 Annual Meeting of Stockholders and Proxy Statement

Meet our Board Nominees

Top row, from left:
Michael Miebach, President and CEO; Merit E. Janow, Board Chair and NCG Chair; Candido Bracher; Choon Phong Goh; Julius Genachowski, Audit Committee Chair; Oki Matsumoto

Bottom row, from left:
Harit Talwar; Gabrielle Sulzberger; Richard K. Davis, HRCC Chair; Youngme Moon, Risk Committee Chair; Lance Uggla; Rima Qureshi

Meeting Information


Tuesday, June 27, 2023 at 8:30 AM (Eastern time)

Download calendar invite

Items of Business

Item Voting Recommendation Page
Proposal 1: Election of the 12 nominees named in this proxy statement to serve on Mastercard’s Board of Directors FOR each director nominee 24
Proposal 2: Advisory approval of Mastercard’s executive compensation FOR 64
Proposal 3: Advisory approval of the frequency of future advisory votes on executive compensation 1 YEAR 108
Proposal 4: Approval of Mastercard Incorporated Employee Stock Purchase Plan FOR 110
Proposals 5: Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2023 FOR 116
Proposals 6-10: Stockholder proposals AGAINST 120
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