MasterCard Inc.

06/17/2026 | Press release | Distributed by Public on 06/17/2026 14:05

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 16, 2026, Mastercard Incorporated ("Mastercard") held its annual meeting of stockholders (the "Annual Meeting"). Holders of Class A common stock at the close of business on April 21, 2026 were entitled to vote at the Annual Meeting. A total of 785,352,547 shares of Class A common stock, constituting a quorum, were present or represented 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 of Directors of Mastercard as directors for a one-year term expiring on the date of Mastercard's 2027 annual meeting of stockholders:
Director For Against Abstain
Broker
Non-Votes
Merit E. Janow 695,415,065 44,318,497 1,169,976 44,449,009
Candido Bracher 737,012,116 3,374,634 516,788 44,449,009
Richard K. Davis 716,683,376 23,716,649 503,513 44,449,009
Julius Genachowski 660,087,381 79,711,538 1,104,619 44,449,009
Choon Phong Goh 692,891,922 47,493,724 517,892 44,449,009
Oki Matsumoto 702,316,747 38,064,923 521,868 44,449,009
Michael Miebach 735,911,895 4,344,270 647,373 44,449,009
Youngme Moon 738,673,930 1,714,463 515,145 44,449,009
Gabrielle Sulzberger 730,415,514 9,601,529 886,495 44,449,009
Harit Talwar 735,808,207 4,575,870 519,461 44,449,009
Lance Uggla 723,551,911 16,821,430 530,197 44,449,009
2. The holders of Class A common stock approved, on an advisory basis, Mastercard's executive compensation:
For Against Abstain
Broker
Non-Votes
701,046,392 38,008,152 1,848,994 44,449,009
3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard's independent registered public accounting firm for 2026:
For Against Abstain
726,095,824 58,529,894 726,829
4. The holders of Class A common stock did not approve the stockholder proposal regarding shareholder right to act by written consent:
For Against Abstain
Broker
Non-Votes
219,787,693 509,604,992 11,510,853 44,449,009
5. The holders of Class A common stock did not approve the stockholder proposal to adopt cumulative voting for the election of directors:
For Against Abstain
Broker
Non-Votes
22,939,249 715,414,648 2,549,641 44,449,009
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