Will vote yes on #1 & 2 - no vote on #3.
While #3 is an advisory vote which will be ignored, it is simply another sign of how far out of whack executive compensation is today.
The concept that the top four executives should receive an extra $67 million (page 207) for moving the PPS (with huge swings) from $140 plus in October 2017, to a recovering $93 in August 2018, to a possible final deal value of $105 in September 2019 is unconscionable.
Don't begrudge MA's PK's base 911,000 and 438,000 base shares earned over time, but an extra kicker is completely unnecessary - and the Board needs to be sent an advisory message that all is not well if this deal falls through.
(On exec comp, Johnson at RJR was considered dirt for a lousy $20 million total on the KKR takeover in "85(?) Chump change today.).