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Mastercard (MA) investors approve board, reject written consent and cumulative voting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Mastercard Incorporated held its annual meeting of stockholders on June 16, 2026, where Class A holders elected all nominated directors for one-year terms. A quorum of 785,352,547 shares of Class A common stock was present or represented by proxy.

Stockholders approved, on an advisory basis, Mastercard's executive compensation and ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026. They did not approve stockholder proposals seeking the right to act by written consent or to adopt cumulative voting for director elections.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented 785,352,547 shares Class A common stock present or by proxy at annual meeting
Say-on-pay support 701,046,392 for vs. 38,008,152 against Advisory vote on executive compensation
Auditor ratification 726,095,824 for vs. 58,529,894 against Ratification of PwC as 2026 independent auditor
Written consent proposal 219,787,693 for vs. 509,604,992 against Shareholder right to act by written consent
Cumulative voting proposal 22,939,249 for vs. 715,414,648 against Proposal to adopt cumulative voting
broker non-votes financial
"Broker Non-Votes 701,046,392 | 38,008,152 | 1,848,994 | 44,449,009"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory basis financial
"approved, on an advisory basis, Mastercard's executive compensation"
independent registered public accounting firm financial
"ratified the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
cumulative voting financial
"did not approve the stockholder proposal to adopt cumulative voting for the election of directors"
A voting system for electing a company's board where each shareholder can pool all their votes and cast them for one or more board candidates rather than spreading votes evenly. Think of it like having 100 stickers you can put all on one favorite class representative instead of giving one sticker to each candidate. It matters to investors because it gives minority holders a realistic chance to secure board representation and influence company decisions, affecting governance, strategy and therefore investment value.
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Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM 8-K
_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):June 16, 2026
_______________________________________
Mastercard Incorporated
(Exact name of registrant as specified in its charter)
_______________________________________
Delaware001-3287713-4172551
(State or other jurisdiction
of incorporation)		(Commission File
Number)		(IRS Employer
Identification No.)
2000 Purchase Street10577
Purchase,NY
(Address of principal executive offices)(Zip Code)
(914)249-2000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange of which registered
Class A common stockMANew York Stock Exchange
2.1% Notes due 2027MA27New York Stock Exchange
1.0% Notes due 2029MA29ANew York Stock Exchange
2.5% Notes due 2030MA30New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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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:
DirectorForAgainstAbstain
Broker
Non-Votes
Merit E. Janow695,415,06544,318,4971,169,97644,449,009
Candido Bracher737,012,1163,374,634516,78844,449,009
Richard K. Davis716,683,37623,716,649503,51344,449,009
Julius Genachowski660,087,38179,711,5381,104,61944,449,009
Choon Phong Goh692,891,92247,493,724517,89244,449,009
Oki Matsumoto702,316,74738,064,923521,86844,449,009
Michael Miebach735,911,8954,344,270647,37344,449,009
Youngme Moon738,673,9301,714,463515,14544,449,009
Gabrielle Sulzberger730,415,5149,601,529886,49544,449,009
Harit Talwar735,808,2074,575,870519,46144,449,009
Lance Uggla723,551,91116,821,430530,19744,449,009
2. The holders of Class A common stock approved, on an advisory basis, Mastercard's executive compensation:
ForAgainstAbstain
Broker
Non-Votes
701,046,39238,008,1521,848,99444,449,009
3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2026:
ForAgainstAbstain
726,095,82458,529,894726,829
4. The holders of Class A common stock did not approve the stockholder proposal regarding shareholder right to act by written consent:
ForAgainstAbstain
Broker
Non-Votes
219,787,693509,604,99211,510,85344,449,009
5. The holders of Class A common stock did not approve the stockholder proposal to adopt cumulative voting for the election of directors:
ForAgainstAbstain
Broker
Non-Votes
22,939,249715,414,6482,549,64144,449,009





2



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 17, 2026By:/s/ Gina Accordino
Gina Accordino
Corporate Secretary


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Source: View Original Filing on SEC EDGAR

FAQ

What did Mastercard (MA) stockholders decide at the 2026 annual meeting?

Mastercard stockholders elected all nominated directors, approved advisory executive compensation, and ratified PricewaterhouseCoopers LLP as 2026 auditor. They rejected stockholder proposals on written consent rights and adopting cumulative voting, keeping the company’s current governance structure unchanged.

How many Mastercard (MA) shares were represented at the 2026 annual meeting?

A total of 785,352,547 shares of Mastercard Class A common stock were present or represented by proxy. This level of participation constituted a quorum, allowing all director elections and governance-related proposals on the agenda to be validly voted.

Was Mastercard (MA) executive compensation approved by stockholders in 2026?

Yes. On an advisory basis, 701,046,392 votes were cast for Mastercard's executive compensation, with 38,008,152 against and 1,848,994 abstaining. There were 44,449,009 broker non-votes, but the advisory proposal still received clear stockholder approval.

Did Mastercard (MA) stockholders approve the 2026 auditor ratification?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2026, with 726,095,824 votes for, 58,529,894 against, and 726,829 abstentions. This confirms continued stockholder support for the chosen external auditor.

Did Mastercard (MA) adopt cumulative voting for directors?

No. The stockholder proposal to adopt cumulative voting for director elections did not pass. It received 22,939,249 votes for, 715,414,648 against, and 2,549,641 abstentions, plus 44,449,009 broker non-votes, so the existing majority-vote structure remains in place.

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