{"schema_version":"secwatch.filing_event.v1","accession":"0001141391-25-000154","form_type":"8-K","ticker":"MA","cik":"0001141391","company_name":"Mastercard Inc","filed_at":"2025-06-26T23:59:59+00:00","discovered_at":"2026-05-14T18:02:47.641758+00:00","generated_at":"2026-05-18T17:25:46.456004+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"Mastercard stockholders approve charter amendments to limit officer liability and remove Industry Director concept","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001141391-25-000154","json":"https://secwatch.observer/filing/0001141391-25-000154.json","markdown":"https://secwatch.observer/filing/0001141391-25-000154.md","text":"https://secwatch.observer/filing/0001141391-25-000154.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1141391/000114139125000154/0001141391-25-000154-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1141391/000114139125000154/ma-20250624.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T17:25:46.456004+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"c90b41aedf79d97b109fd60bedc2e55dc9864fed","claim":"Mastercard Inc: Amended By-Laws to eliminate Industry Director provisions, update advance notice requirements, and make other technical changes (effective 2025-06-25).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1141391/000114139125000154/0001141391-25-000154-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2025-06-25"}],"fact_type":"governance_change"},{"claim_id":"d67a839a0df6c43f63172b21f336d458dfeaef98","claim":"Mastercard Inc: Approved three amendments to the Amended and Restated Certificate of Incorporation to limit officer liability, eliminate Industry Director concept, and implement miscellaneous changes (effective 2025-06-25).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1141391/000114139125000154/0001141391-25-000154-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-06-25"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}