---
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"
generated_at: "2026-05-18T17:25:46.456004+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001141391-25-000154
- JSON: https://secwatch.observer/filing/0001141391-25-000154.json
- Plain text: https://secwatch.observer/filing/0001141391-25-000154.txt

## Key facts
- Governance Changes
  Mastercard Inc: Amended By-Laws to eliminate Industry Director provisions, update advance notice requirements, and make other technical changes (effective 2025-06-25).
  - Change: bylaw amendment
  - Effective: 2025-06-25
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1141391/000114139125000154/0001141391-25-000154-index.htm
- Governance Changes
  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).
  - Change: charter amendment
  - Effective: 2025-06-25
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1141391/000114139125000154/0001141391-25-000154-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.