Item 5.07 Item 5.07 Submission of Matters to a Vote of Security Holders.

Mastercard Incorporated ("Mastercard") held its Annual Meeting of Stockholders on June 16, 2020 (the "Annual Meeting"). Holders of Class A common stock at the close of business on April 20, 2020 (the "Record Date") were entitled to vote at the Annual Meeting. A total of 876,145,830 shares of Class A common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting. The votes cast with respect to the matters voted upon at the Annual Meeting are set forth below:

1. The holders of Class A common stock elected the following individuals to serve on the Board as directors for a one-year term expiring on the date of Mastercard's 2021 annual meeting of stockholders:


                                                                   Broker
Director                           For     Against    Abstain   Non-Votes
Richard Haythornthwaite    745,583,729  65,054,350  6,149,392  59,358,359
Ajay Banga                 813,412,821   2,898,514    476,136  59,358,359
Richard K. Davis           799,886,158  16,379,106    522,207  59,358,359
Steven J. Freiberg         789,000,316  27,278,744    508,411  59,358,359
Julius Genachowski         807,490,912   8,769,639    526,920  59,358,359
Choon Phong Goh            748,961,153  67,300,094    526,224  59,358,359
Merit E. Janow             808,856,500   6,762,733  1,168,238  59,358,359
Oki Matsumoto              806,758,753   8,814,465  1,214,253  59,358,359
Youngme Moon               813,554,769   2,712,461    520,241  59,358,359
Rima Qureshi               813,687,766   1,949,012  1,150,693  59,358,359
José Octavio Reyes Lagunes 803,792,046  12,490,572    504,853  59,358,359
Gabrielle Sulzberger       812,079,018   3,546,810  1,161,643  59,358,359
Jackson Tai                799,796,538  16,483,897    507,036  59,358,359
Lance Uggla                813,698,261   2,555,158    534,052  59,358,359

2. The holders of Class A common stock approved Mastercard's executive compensation on an advisory basis:


                                        Broker
        For     Against    Abstain   Non-Votes
778,607,888  37,021,496  1,158,087  59,358,359

3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard's independent registered public accounting firm for 2020:


                                       Broker
        For     Against    Abstain  Non-Votes
842,601,334  32,439,300  1,105,196     N/A




                                       3

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses