Mastercard Incorporated filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$MA
Business Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
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of the Securities Exchange Act of 1934
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 24, 2025, Mastercard Incorporated (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved three amendments (the "Amendments") to the Company's existing Amended and Restated Certificate of Incorporation (the "Charter").
As further disclosed in Proposals 4, 5 and 6 of the Company's Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2025, the Amendments (i) limit the liability of certain officers of the Company to the fullest extent permitted by the General Corporation Law of the State of Delaware; (ii) eliminate all provisions pertaining to the concept of Industry Directors; and (iii) implement other miscellaneous changes.
The Amendments became effective upon the filing of a certificate of amendment to the Charter (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on June 25, 2025. On the same date, the Company also filed with the Secretary of State of the State of Delaware a Restated Certificate of Incorporation (the “Restated Certificate of Incorporation”) that restated and integrated, but did not further amend, the Charter (as amended through the filing of the Certificate of Amendment), which became effective upon filing.
In connection with the Amendments, the Board of Directors of the Company (the "Board") approved and adopted amendments to the Company's Amended and Restated By-Laws (as so amended and restated, the "Amended and Restated By-Laws"), which were contingent on the effectiveness of the Amendments and became effective on the same date. Among other things, the Amended and Restated By-Laws (i) eliminate all provisions pertaining to the concept of Industry Directors; (ii) implement certain limited changes related to the advance notice provisions to clarify certain procedural requirements with respect to director nominations and proposals of business; and (iii) make other technical and modernizing changes.
The foregoing summaries of the Restated Certificate of Incorporation and the Amended and Restated By-Laws do not purport to be complete and are qualified in their entirety by reference to the full text of the Restated Certificate of Incorporation and the Amended and Restated By-Laws. Copies of the Restated Certificate of Incorporation and the Amended and Restated By-Laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As noted above, the Annual Meeting was held on June 24, 2025. Holders of Class A common stock at the close of business on April 25, 2025 were entitled to vote at the Annual Meeting. A total of 809,905,298 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 as directors for a one-year term expiring on the date of Mastercard’s 2026 annual meeting of stockholders:
| Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Merit E. Janow | 740,667,613 | 21,901,526 | 603,044 | 46,733,115 | ||||||||||||||||||||||
| Candido Bracher | 761,662,758 | 909,924 | 599,501 | 46,733,115 | ||||||||||||||||||||||
| Richard K. Davis | 748,504,611 | 14,062,466 | 605,106 | 46,733,115 | ||||||||||||||||||||||
| Julius Genachowski | 727,075,382 | 35,495,883 | 600,918 | 46,733,115 | ||||||||||||||||||||||
| Choon Phong Goh | 722,638,884 | 36,326,853 | 4,206,446 | 46,733,115 | ||||||||||||||||||||||
| Oki Matsumoto | 737,916,169 | 24,659,480 | 596,534 | 46,733,115 | ||||||||||||||||||||||
| Michael Miebach | 761,428,415 | 714,736 | 1,029,032 | 46,733,115 | ||||||||||||||||||||||
| Youngme Moon | 760,548,363 | 2,028,410 | 595,410 | 46,733,115 | ||||||||||||||||||||||
| Rima Qureshi | 740,756,975 | 21,818,484 | 596,724 | 46,733,115 | ||||||||||||||||||||||
| Gabrielle Sulzberger | 758,310,205 | 3,871,916 | 990,062 | 46,733,115 | ||||||||||||||||||||||
| Harit Talwar | 760,278,257 | 2,291,103 | 602,823 | 46,733,115 | ||||||||||||||||||||||
| Lance Uggla | 756,598,672 | 5,949,476 | 624,035 | 46,733,115 | ||||||||||||||||||||||
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2. The holders of Class A common stock approved, on an advisory basis, Mastercard's executive compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 728,151,172 | 33,001,013 | 2,019,998 | 46,733,115 | |||||||||||||||||
3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2025:
| For | Against | Abstain | ||||||||||||
| 755,902,646 | 53,204,297 | 798,355 | ||||||||||||
4. The holders of Class A common stock approved an amendment to Mastercard’s Amended and Restated Certificate of Incorporation to limit liability of officers as permitted by Delaware law:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 662,061,357 | 100,251,673 | 859,153 | 46,733,115 | |||||||||||||||||
5. The holders of Class A common stock approved an amendment to Mastercard’s Amended and Restated Certificate of Incorporation to remove the Industry Director concept:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 761,676,460 | 516,556 | 979,167 | 46,733,115 | |||||||||||||||||
6. The holders of Class A common stock approved an amendment to Mastercard’s Amended and Restated Certificate of Incorporation to implement other miscellaneous changes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 760,329,403 | 603,938 | 2,238,842 | 46,733,115 | |||||||||||||||||
7. The holders of Class A common stock did not approve the stockholder proposal requesting a racial equity audit report:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 86,422,286 | 666,765,723 | 9,984,174 | 46,733,115 | |||||||||||||||||
8. The holders of Class A common stock did not approve the stockholder proposal requesting a report on affirmative action risks:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 3,041,529 | 756,555,755 | 3,574,899 | 46,733,115 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | Exhibit Description | |||||||||||||
| 104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MASTERCARD INCORPORATED | ||||||||||||||
| Date: | June 26, 2025 | By: | /s/ Gina Accordino | |||||||||||
Gina Accordino | ||||||||||||||
| Corporate Secretary | ||||||||||||||
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