8-K
filed June 29, 2023, 7:59 PM ET
ticker MA
CIK 0001141391
other material
confidence high
sentiment neutral
materiality 0.15
Mastercard shareholders elect all 12 directors, approve say-on-pay and ESPP, reject all 5 shareholder proposals
Mastercard Inc
- All 12 director nominees elected with 'for' votes ranging from 753.9M to 796.7M out of ~842.5M shares present.
- Say-on-pay approved with 761.6M for, 35.1M against; board set annual frequency vote.
- ESPP approved with 795.6M for (99.7% of votes cast).
- Ratification of PwC as auditor passed with 801.5M for, 40.2M against.
- All five shareholder proposals defeated, including civil liberties report (4.8M for) and diversity cost-benefit report (4.0M for).
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mastercard Inc shareholders rejected Stockholder proposal requesting lobbying disclosure at the 2023-06-27 meeting.
- Outcome
- failed
- Meeting
- 2023-06-27
Exact text from the filing
8. The holders of Class A common stock did not approve the stockholder proposal requesting lobbying disclosure: For Against Abstain Broker Non-Votes 222,400,657 563,570,703 12,567,824 44,000,942
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mastercard Inc shareholders approved Ratification of PricewaterhouseCoopers LLP as independent auditor for 2023 at the 2023-06-27 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-27
Exact text from the filing
5. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2023: For Against Abstain 801,525,359 40,173,901 840,866
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mastercard Inc shareholders approved Advisory approval of executive compensation at the 2023-06-27 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-27
Exact text from the filing
2. The holders of Class A common stock approved Mastercard's executive compensation on an advisory basis: For Against Abstain Broker Non-Votes 761,556,886 35,068,514 1,913,784 44,000,942
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mastercard Inc shareholders rejected Stockholder proposal requesting a report on ensuring respect for civil liberties at the 2023-06-27 meeting.
- Outcome
- failed
- Meeting
- 2023-06-27
Exact text from the filing
6. The holders of Class A common stock did not approve the stockholder proposal requesting a report on ensuring respect for civil liberties: For Against Abstain Broker Non-Votes 4,843,206 787,014,458 6,681,520 44,000,942
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mastercard Inc shareholders approved Election of directors for a one-year term expiring at the 2024 annual meeting at the 2023-06-27 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-27
Exact text from the filing
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 2024 annual meeting of stockholders: Director For Against Abstain Broker Non-Votes Merit E. Janow 782,920,309 15,005,492 613,383 44,000,942 Candido Bracher 794,086,889 3,828,481 623,814 44,000,942 Richard K. Davis 785,081,900 12,842,696 614,588 44,000,942 Julius Genachowski 768,880,658 29,017,526 641,000 44,000,942 Choon Phong Goh 753,957,632 43,946,087 635,465 44,000,942 Oki Matsumoto 787,137,689 10,771,696 629,799 44,000,942 Michael Miebach 796,659,328 1,262,781 617,075 44,000,942 Youngme Moon 788,131,534 9,778,318 629,332 44,000,942 Rima Qureshi 783,802,693 14,116,976 619,515 44,000,942 Gabrielle Sulzberger 782,164,000 15,744,503 630,681 44,000,942 Harit Talwar 792,976,792 4,914,687 647,705 44,000,942 Lance Uggla 789,606,834 8,293,703 638,647 44,000,942
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mastercard Inc shareholders approved Advisory vote on frequency of future say-on-pay votes at the 2023-06-27 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-06-27
Exact text from the filing
3. The holders of Class A common stock approved "1 year" as the frequency of future advisory votes on executive compensation: 1 year 2 years 3 years Abstain Broker Non-Votes 774,766,931 432,446 22,722,908 616,899 44,000,942
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mastercard Inc shareholders rejected Stockholder proposal requesting stockholders approve advance notice bylaw amendments at the 2023-06-27 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2023-06-27
Exact text from the filing
9. The holders of Class A common stock did not approve the stockholder proposal requesting stockholders approve advance notice bylaw amendments: For Against Abstain Broker Non-Votes 106,969,986 688,351,218 3,217,980 44,000,942
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mastercard Inc shareholders approved Approval of Mastercard Incorporated Employee Stock Purchase Plan at the 2023-06-27 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-06-27
Exact text from the filing
4. The holders of Class A common stock approved the Mastercard Incorporated Employee Stock Purchase Plan: For Against Abstain Broker Non-Votes 795,605,209 2,361,206 572,769 44,000,942
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mastercard Inc shareholders rejected Stockholder proposal requesting a report on the cost-benefit analysis of diversity and inclusion efforts at the 2023-06-27 meeting.
- Outcome
- failed
- Meeting
- 2023-06-27
Exact text from the filing
10. The holders of Class A common stock did not approve the stockholder proposal requesting a report on the cost-benefit analysis of diversity and inclusion efforts: For Against Abstain Broker Non-Votes 3,976,370 788,341,249 6,221,565 44,000,942
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Mastercard Inc shareholders rejected Stockholder proposal requesting a report on Mastercard's stance on new Merchant Category Code at the 2023-06-27 meeting.
- Outcome
- failed
- Meeting
- 2023-06-27
Exact text from the filing
7. The holders of Class A common stock did not approve the stockholder proposal requesting a report on Mastercard's stance on new Merchant Category Code: For Against Abstain Broker Non-Votes 75,229,406 715,686,861 7,622,917 44,000,942
View on SEC.gov
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