[8-K] Mastercard Incorporated Reports Material Event

Rhea-AI Filing Summary

Mastercard (NYSE:MA) filed an 8-K covering its 24 Jun 2025 annual meeting and related governance changes.

• Charter amended to: (i) extend Delaware-permitted liability protection to officers; (ii) delete the “Industry Director” classification; (iii) make technical updates. Certificate and By-laws restated effective 25 Jun 2025.
• Strong shareholder support: amendments passed with 87%–99% of votes cast; 12 directors re-elected with ≥95% support.
• Compensation “say-on-pay” received 95% FOR.
• PwC ratified as auditor for 2025 (93% FOR).
• ESG proposals on racial-equity audit and affirmative-action risks failed (FOR support 11% and <1%, respectively).

Changes streamline board structure and reduce potential officer liability exposure; no financial metrics disclosed.

Positive

• Elimination of Industry Directors passed with 99.9% support, simplifying board structure and increasing flexibility in director selection.
• All 12 director nominees were re-elected with over 95% support, ensuring board continuity and strategic stability.

Negative

• Charter amendment limiting officer liability reduces shareholders’ ability to seek damages for duty-of-care breaches, weakening governance safeguards.
• Shareholder proposals on racial equity and affirmative-action risk reports failed, potentially heightening ESG reputational risk among sustainability-focused investors.

Insights

Corporate Governance Specialist

TL;DR: Governance simplified; officer liability shield raises oversight trade-offs.

The removal of the Industry Director category aligns Mastercard’s board with prevailing one-class structures, potentially improving flexibility in director recruitment and reducing legacy complexity. Shareholder backing near unanimity signals market comfort. Conversely, extending exculpation to officers narrows avenues for derivative suits on duty-of-care breaches, slightly weakening minority-holder protections. Overall influence on valuation is modest, yet legal risk allocation tilts toward management.

Risk Analyst

TL;DR: Liability cap trims legal downside; ESG votes may spur activism.

By limiting officer liability, Mastercard cuts potential litigation costs—positive for expense predictability—but it may invite higher scrutiny from activists concerned with accountability. Rejection of racial-equity and affirmative-action reviews could elevate reputational risk in ESG-focused funds, though immediate capital-market impact is limited. With no cash or earnings disclosure, financial outlook remains unchanged; rating skews slightly negative given reduced shareholder recourse.

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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 24, 2025

_______________________________________

Mastercard Incorporated

(Exact name of registrant as specified in its charter)

_______________________________________

Delaware

001-32877

13-4172551

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2000 Purchase Street

10577

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 class

Trading Symbol

Name of each exchange of which registered

Class A common stock

MA

New York Stock Exchange

2.1% Notes due 2027

MA27

New York Stock Exchange

1.0% Notes due 2029

MA29A

New York Stock Exchange

2.5% Notes due 2030

MA30

New 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 5.03 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
3.1			Restated Certificate of Incorporation of Mastercard Incorporated, dated as of June 25, 2025.
3.2			Amended and Restated By-Laws of Mastercard Incorporated, dated as of June 25, 2025.
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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FAQ

What charter amendments did MA shareholders approve on 24 Jun 2025?

Investors okayed limiting officer liability, removing Industry Directors, and technical updates—all effective 25 Jun 2025.

How did MA shareholders vote on limiting officer liability?

The amendment passed with 662,061,357 FOR and 100,251,673 AGAINST; 859,153 abstained.

Did Mastercard (MA) approve the racial-equity audit proposal in 2025?

No. Only 86.4 M FOR versus 666.8 M AGAINST; the measure failed.

Was PwC ratified as Mastercard's auditor for 2025 and by what margin?

Yes. 755.9 M votes FOR, 53.2 M AGAINST, 0.8 M abstentions.

Which directors were elected at MA's 2025 annual meeting?

All 12 nominees, including Michael Miebach and Merit Janow, were re-elected for one-year terms expiring at the 2026 meeting.