MasterCard Announces Annual Meeting Results; Stockholders Reelect Four Members to Board of Directors

MasterCard Board of Directors Announces Regular Quarterly Dividend

Closing of 2009 Class B Conversion Program

PURCHASE, N.Y., June 9 ( -- 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:

* reelected the following Class A Directors with a term to expire in 2012: Richard Haythornthwaite, Chairman of the Company's Board of Directors, President of PSA Energy Holdings SPC and an advisor to Star Capital Partners Limited; David R. Carlucci, Chairman, Chief Executive Officer and President of IMS Health Incorporated; and, Robert W. Selander, President and Chief Executive Officer of MasterCard Incorporated;

* reelected Steven J. Freiberg, Executive Vice President of Citibank, N.A., Class M Director, with a term to expire in 2012;

* approved amendments to the Company's amended and restated certificate of incorporation allowing, among other things, the Company's Board of Directors to have increased flexibility to appoint and/or nominate for election by the stockholders up to three additional directors; and

* ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2009.

Addressing stockholders on the company's business, MasterCard President and Chief Executive Officer Robert W. Selander noted that while the financial services industry has experienced challenging economic conditions recently, MasterCard continues to deliver shareholder value and the company is well positioned for the long-term.

"During these unprecedented times, we are taking a flexible and adaptive approach to managing our business," commented Selander. "Like any industry we face a number of challenges, however, we believe there is significant opportunity for growth as more and more consumers and businesses continue to demand easier, more efficient, convenient and safer forms of payment."

MasterCard's Board of Directors also declared today a cash dividend of $0.15 per share, payable on August 10, 2009, to holders of record of its Class A common stock and Class B common stock as of July 10, 2009.

In February 2009, the MasterCard Board of Directors authorized the conversion and sale or transfer of up to 11 million shares of Class B common stock into Class A common stock. In May 2009, the Company implemented a conversion program, and announced today that the program has been closed. Under this program, approximately 10.9 million authorized shares of Class B common stock were converted into an equal number of shares of Class A common stock and subsequently have been or will be transferred by participating holders of Class B Common Stock or sold to public investors.

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 approximately 21 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

SOURCE MasterCard Incorporated