Marqeta, Inc. (MQ)
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Apr 28, 2026, 4:00 PM EDT - Market closed
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AGM 2025

Jun 12, 2025

Mike Milotich
Interim CEO and CFO, Marqeta

Good morning, ladies and gentlemen. I'm Mike Milotich, Interim Chief Executive Officer and Chief Financial Officer of Marqeta, and it's a pleasure to welcome all of you to Marqeta's 2025 annual meeting of stockholders. Pursuant to Marqeta's Bylaws, I will serve as Chairperson of today's meeting, and at this time, I call the meeting to order. I am joined by Crystal Sumner, Marqeta's Chief Administrative Officer, who will serve as Secretary of today's meeting. I would also like to welcome the members of our Board of Directors who are present at today's meeting. In addition, I am pleased to welcome representatives of KPMG, our external auditing firm, who are here to answer any relevant questions. Finally, I'd like to welcome Jim Raitt, a representative of American Election Services, who has taken his oath and been appointed to act as our Inspector of Election.

I will now turn the meeting over to Crystal, who will explain certain procedures for today's meeting.

Crystal Sumner
Chief Administrative Officer, Marqeta

Thanks, Mike. This is a virtual meeting conducted via live webcast. We believe in engaging our stockholders and maximizing their ability to meaningfully engage with us. Virtual meetings are one of the ways we are doing this. Today's session allows our stockholders to participate in the meeting regardless of their location. Before we get started, I want to cover a few administrative matters. Today's meeting has been duly called and is being conducted in conformity with the laws of the State of Delaware and Marqeta's Charter and Bylaws. The agenda and the rule of order for the conduct of the meeting are available by clicking the Rules of Conduct link on the right-hand side of your virtual shareholder meeting screen under Meeting Materials. At this point, I would ask that you review and abide by the rule of conduct governing the meeting today.

If a matter arises during the meeting that is not contemplated by the rules, Mike, as Chairperson of the meeting, has the discretion to determine the proper resolution of the matter. The rules of conduct also explain how to ask a relevant question following adjournment of the meeting. The polls for voting are open and will close after this session. If you have already voted and do not wish to change your vote, you do not need to do anything. If you haven't voted or if you have voted previously but want to change your vote, you may do so now online by clicking on the green Vote Here button in the bottom center of your virtual shareholder meeting screen under Cast Your Vote. The record date set by the Board of Directors for voting at this meeting was the close of business on April 21st, 2025.

Broadridge Financial Solutions Incorporated, our proxy distribution firm, has delivered an affidavit of mailing that shows that proper advance notice of this meeting and distribution of the notice was given to our stockholders of record as of close of business on the record date. A copy of the notice of this meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on the record date are entitled to vote at this annual meeting, and a list of stockholders of record is available for your review by clicking the link at the bottom of the virtual shareholder meeting page. Mike and I will be serving as proxy at the meeting today to vote on behalf of any stockholder who has made proper appointment by proxy.

Duly executed proxies will be voted in accordance with the instruction of stockholders. Mr. Raitt, our Inspector of Election, has informed me that we have a quorum for the meeting. Because holders of a majority of the voting power of the shares entitled to vote at this meeting are present in person or by proxy, this meeting is duly convened. The next item of business is consideration of the three proposals to be voted on at today's meeting. The polls will close after the proposals have been presented. The first proposal is the election of three Class I Director nominees to serve a three-year term expiring at our 2028 annual meeting of stockholders or until their successors have been duly elected and qualified. The three nominees receiving the highest number of votes of shares present in person or by proxy will be elected as Directors.

The Board of Directors recommend the election of Jason Gardner, Mark Graf, and Wendy Thomas as Marqeta's Class I Directors. Because we have an advance notice provision in our Bylaws, all further nominations are closed. The second proposal is the ratification of the appointment of KPMG as Marqeta's Independent Registered Public Accounting Firm for our fiscal year ending December 31st, 2025. The Board of Directors recommends that stockholders vote in favor of this proposal. The third proposal is the non-binding advisory vote on the compensation of Marqeta's named executive officers. The Board of Directors recommends that stockholders vote in favor of this proposal. Please note that because proposal three is an advisory vote, the result will not be binding on our Board of Directors, our Compensation Committee, or the company.

However, our Board of Directors and our Compensation Committee will consider the outcome of the vote on proposal three when determining named executive officer compensation. This concludes our presentation of the proposals at this meeting. We will now proceed to voting. Please submit your vote for each of the proposals if you have not already done so. Now that time has been given to vote, I hereby declare the polls closed for voting and ask the Inspector of Election to tabulate the votes. The preliminary report of the Inspector of Election indicates that each of Jason Gardner, Mark Graf, and Wendy Thomas have been duly elected to our Board of Directors, the appointment of KPMG as the Independent Registered Public Accounting Firm for fiscal year 2025 has been ratified, and the non-binding advisory vote on the compensation of Marqeta's named executive officers has been approved.

Again, with respect to the advisory vote on proposal three, the result of that proposal is non-binding. Although the vote is non-binding, our Board of Directors and our Compensation Committee values the opinions of our stockholders and will consider the outcome of the vote on proposal three when making future compensation decisions for Marqeta's named executive officers. The final voting results will be published in a Form 8-K that will be filed with the SEC within four business days following this meeting. This concludes the formal business of the meeting. I will now turn it back over to you, Mike.

Thank you, Crystal. Before we conclude, I want to take this opportunity to thank Helen Riley and Godfrey Sullivan for their years of service as members of Marqeta's board. Effective today, Helen and Godfrey will be retiring from the board, and we are so grateful to them for their insight and stewardship, which has been instrumental to Marqeta's long-term success as a public company. I will now declare the meeting adjourned. Again, thank you for your time today and for your interest in Marqeta.

Thank you, Mike and all of our attendees. We will now entertain relevant questions from stockholders that adhere to our rules of conduct. The rules of conduct also include information about any forward-looking statements made in response to questions. Representatives from KPMG are also available to answer any appropriate questions from stockholders. Please excuse us while we pause briefly to review any questions received during the meeting. Please stay on the line, and we will resume the meeting promptly.

Operator

At this time, no relevant questions have been submitted by stockholders. Thank you all for your participation. Broadridge will now disconnect the.

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