DEFA 14A Filing

(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.    )
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Definitive Proxy Statement
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Soliciting Material under §240.14a-12
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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On April 30, 2014, MasterCard Incorporated sent the following text of an email to employees in connection with its solicitation of proxies for its 2014 Annual Meeting of Stockholders:

As an employee who has received shares of MasterCard's Class A common stock through the company's stock plan, you likely have either recently received (or will soon receive) from Morgan Stanley, as your broker, a notice of internet availability of proxy materials (or, if previously requested, actual paper copies of the proxy materials) for our upcoming 2014 Annual Meeting of Stockholders, to be held on June 3, 2014.

Unless you had previously requested paper copies of the proxy materials, the mailing you receive will be in a relatively small and thin envelope which says “Vote” on the outside and will have the name “Morgan Stanley” showing through the window.  The outside of the envelope will not indicate that it is related to your MasterCard shares. 

Your vote is very important.  We encourage you to follow the instructions on the notice to review our proxy statement, which was publicly filed with the U.S. Securities and Exchange Commission on April 17, 2014.  You may vote your shares by phone or internet by following the instructions on the notice (or, if you received paper copies of the proxy materials, on your voting form).  Several of the proposals to be considered at the annual meeting are deemed to be “non-routine” and therefore require you to provide specific voting instructions in order for your vote to be counted for these proposals (including the election of each of our directors and an advisory vote on our executive compensation).

Please do not hesitate to contact either me (via email at or by phone at ) or Craig Brown, Assistant Corporate Secretary and Senior Counsel (via email at or by phone at ), should you have any questions. 

If you have already received your notice (or voting form) with respect to shares which are held at Morgan Stanley but inadvertently misplaced or discarded it, you may call of Morgan Stanley at with a voting instruction or to obtain the necessary information to view the proxy materials and vote.  If you have any additional questions regarding how to vote your shares, please feel free to contact our proxy solicitor, Georgeson Inc., at (866) 541-3547. 

Thanks in advance for your assistance.  We appreciate you taking the time to review the proxy materials, consider the matters included and vote.

Bart Goldstein
Corporate Secretary
Senior Associate General Counsel