Mastercard stockholders approve charter amendments to limit officer liability and remove Industry Director concept

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 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.