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

Mastercard Inc

Amendments limit officer liability under Delaware law and eliminate all Industry Director provisions; effective June 25, 2025.
All 12 director nominees elected with strong support; advisory vote on executive compensation passed with 95.7% of votes cast.
PricewaterhouseCoopers ratified as auditor for 2025; two shareholder proposals (racial equity audit, affirmative action risk report) failed overwhelmingly.
Bylaws amended to remove Industry Director references, clarify advance notice procedures, and make technical updates.

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