Mastercard Inc shareholders rejected Stockholder proposal to adopt cumulative voting for the election of directors at the 2026-06-16 meeting.
“5. The holders of Class A common stock did not approve the stockholder proposal to adopt cumulative voting for the election of directors: For Against Abstain Broker Non-Votes 22,939,249 715,414,648 2,549,641 44,449,009”
Shareholder Votes
Mastercard Inc shareholders rejected Stockholder proposal regarding shareholder right to act by written consent at the 2026-06-16 meeting.
“4. The holders of Class A common stock did not approve the stockholder proposal regarding shareholder right to act by written consent: For Against Abstain Broker Non-Votes 219,787,693 509,604,992 11,510,853 44,449,009”
Shareholder Votes
Mastercard Inc shareholders approved Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 at the 2026-06-16 meeting.
“3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2026: For Against Abstain 726,095,824 58,529,894 726,829”
Shareholder Votes
Mastercard Inc shareholders approved Advisory approval of Mastercard's executive compensation at the 2026-06-16 meeting.
“2. The holders of Class A common stock approved, on an advisory basis, Mastercard's executive compensation: For Against Abstain Broker Non-Votes 701,046,392 38,008,152 1,848,994 44,449,009”
Shareholder Votes
Mastercard Inc shareholders approved Election of eleven directors to serve for a one-year term expiring on the date of Mastercard's 2027 annual meeting of stockholders at the 2026-06-16 meeting.
“1. The holders of Class A common stock elected the following individuals to serve on the Board of Directors of Mastercard as directors for a one-year term expiring on the date of Mastercard’s 2027 annual meeting of stockholders: Director For Against Abstain Broker Non-Votes Merit E. Janow 695,415,065 44,318,497 1,169,976 44,449,009 Candido Bracher 737,012,116 3,374,634 516,788 44,449,009 Richard K. Davis 716,683,376 23,716,649 503,513 44,449,009 Julius Genachowski 660,087,381 79,711,538 1,104,619 44,449,009 Choon Phong Goh 692,891,922 47,493,724 517,892 44,449,009 Oki Matsumoto 702,316,747 38,064,923 521,868 44,449,009 Michael Miebach 735,911,895 4,344,270 647,373 44,449,009 Youngme Moon 738,673,930 1,714,463 515,145 44,449,009 Gabrielle Sulzberger 730,415,514 9,601,529 886,495 44,449,009 Harit Talwar 735,808,207 4,575,870 519,461 44,449,009 Lance Uggla 723,551,911 16,821,430 530,197 44,449,009”
Timothy Murphy departed as Vice Chair at Mastercard Inc.
“Timothy Murphy, age 59, Vice Chair, will retire from Mastercard in October 2026.”
Linda Kirkpatrick was appointed as Chief Services Officer at Mastercard Inc.
“Linda Kirkpatrick, age 49, the Company’s President, Americas, will succeed Mr. Vosburg as Chief Services Officer.”
Craig Vosburg changed role as Vice Chair at Mastercard Inc.
“Vice Chair and Chief Services Officer Craig Vosburg, age 59, the Company’s Chief Services Officer, will transition from his current role to the role of Vice Chair.”
Sachin Mehra changed role as Chief Business Officer at Mastercard Inc.
“Chief Business Officer Sachin Mehra, age 55, the Company’s Chief Financial Officer, will assume the role of Chief Business Officer.”
Ling Hai was appointed as Chief Financial Officer at Mastercard Inc.
“Chief Financial Officer Ling Hai, age 56, the Company’s current President, Asia Pacific, Europe, Middle East and Africa, will be appointed to succeed Mr. Mehra as Chief Financial Officer of the Company.”
Chris Mullett was appointed as Corporate Controller and principal accounting officer at Mastercard Inc.
“The Company also announced that effective as of August 3, 2026, Chris Mullett will be appointed to succeed Ms. Arkell as Corporate Controller and principal accounting officer of the Company.”
Sandra Arkell changed role as Corporate Controller and principal accounting officer at Mastercard Inc.
“On May 7, 2026, Mastercard Incorporated (“Mastercard” or the “Company”) announced that Sandra Arkell, the Company’s Corporate Controller and principal accounting officer, will assume the role of Mastercard’s Chief Audit Executive effective August 3, 2026, at which time she will step down from her current role.”
Earnings Releases
Mastercard Inc reported first quarter 2026 results: net income First quarter adjusted net income of $4.1 billion, EPS adjusted diluted EPS of $4.60.
“Reports First Quarter 2026 Financial Results • First qu arter net inc ome of $3.9 billion, and diluted earnings per share (EPS) of $4.35 • First quarter adjusted net income of $4.1 billion, and adjusted diluted EPS of $4.60 • First quarter net reven ue of $8.4 billion, an increase of 16%, or 12% on a currency-neutral basis • First quarter gross dollar volume up 7%”
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).
“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.”
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).
“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.”
Richard Verma was appointed as Chief Administrative Officer at Mastercard Inc.
“The Company also announced that effective May 1, 2025, Richard Verma will re-join Mastercard and succeed Mr. Murphy as Chief Administrative Officer.”
Timothy Murphy changed role as Vice Chair at Mastercard Inc.
“On February 26, 2025, Mastercard Incorporated (“Mastercard” or the “Company”) announced that Timothy Murphy, 57, a Named Executive Officer and the Company’s Chief Administrative Officer, will transition from his current role to the role of Vice Chair, effective May 1, 2025.”
Earnings Releases
Mastercard Inc reported Q1 2024 results: revenue $6.3 billion, net income $3.1 billion, EPS $3.31.
“billion, and diluted earnings per share (EPS) of $3.22 • First quarter adjusted net incom e of $3.1 billion, and adjusted diluted EPS of $3.31 • First quarter net revenu e of $6.3 billion, an increase of 10%, or 11% on a currency-neutral basis • First quarter gross dollar volume up 10% and purchase volume up 11%, on a local currency basis Purchase, NY - May 1,”
Earnings Releases
Mastercard Inc reported full year 2023 results: revenue $25.1 billion, net income $11.2 billion, EPS $11.83.
“Full Year Operating Results Increase / (Decrease) $ in billions, except per share data 2023 2022 Reported GAAP Currency-neutral Net revenue $25.1 $22.2 13% 13% Operating expenses $11.1 $10.0 11% 11% Operating income $14.0 $12.3 14% 14% Operating margin 55.8% 55.2% 0.7 ppt 0.6 ppt Effective income tax rate 17.9% 15.4% 2.6 ppt 2.4 ppt Net income $11.2 $9.9 13% 13% Diluted EPS $11.83 $10.22 16% 15%”
Earnings Releases
Mastercard Inc reported fourth quarter 2023 results: revenue $6.5 billion, net income $2.8 billion, EPS $2.97.
“Earnings Release Mastercard Incorporated Reports Fourth Quarter and Full Year 2023 Financial Results • Fourth qu arter net income o f $2.8 billion, and diluted earnings per share (EPS) of $2.97 • Fourth quarter adjusted net income o f $3.0 billion, and adjusted diluted EPS of $3.18 • Fourth quarter net revenu e of $6.5 billion, an increase of 13%, or 11% on a currency-neutral basis”
Earnings Releases
Mastercard Inc reported second quarter 2023 results: revenue $6.3 billion, net income $2.8 billion, EPS $3.00.
“Second qu arter net income o f $2.8 billion, and diluted earnings per share (EPS) of $3.00 • Second quarter adjusted net income o f $2.7 billion, and adjusted diluted EPS of $2.89 • Second quarter net revenu e of $6.3 billion”
Shareholder Votes
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.
“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”
Shareholder Votes
Mastercard Inc shareholders rejected Stockholder proposal requesting stockholders approve advance notice bylaw amendments at the 2023-06-27 meeting.
“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”
Shareholder Votes
Mastercard Inc shareholders rejected Stockholder proposal requesting lobbying disclosure at the 2023-06-27 meeting.
“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”
Shareholder Votes
Mastercard Inc shareholders rejected Stockholder proposal requesting a report on Mastercard's stance on new Merchant Category Code at the 2023-06-27 meeting.
“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”
Shareholder Votes
Mastercard Inc shareholders rejected Stockholder proposal requesting a report on ensuring respect for civil liberties at the 2023-06-27 meeting.
“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”
Shareholder Votes
Mastercard Inc shareholders approved Ratification of PricewaterhouseCoopers LLP as independent auditor for 2023 at the 2023-06-27 meeting.
“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”
Shareholder Votes
Mastercard Inc shareholders approved Approval of Mastercard Incorporated Employee Stock Purchase Plan at the 2023-06-27 meeting.
“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”
Shareholder Votes
Mastercard Inc shareholders approved Advisory vote on frequency of future say-on-pay votes at the 2023-06-27 meeting.
“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”
Shareholder Votes
Mastercard Inc shareholders approved Advisory approval of executive compensation at the 2023-06-27 meeting.
“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”
Shareholder Votes
Mastercard Inc shareholders approved Election of directors for a one-year term expiring at the 2024 annual meeting at the 2023-06-27 meeting.
“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”
Michael Froman changed role as Advisor to the CEO at Mastercard Inc.
“Effective June 1, 2023 (the “Effective Date”), Mr. Froman will become an Advisor to the CEO and will work on a reduced schedule of 25% of his current full-time commitment at a reduced rate of annual salary of $181,250.”
Michael Froman departed as Vice Chairman and President, Strategic Growth at Mastercard Inc.
“On March 1, 2023, Mastercard Incorporated (“Mastercard” or the “Company”) announced that Michael Froman, 60, a Named Executive Officer and the Company’s Vice Chairman and President, Strategic Growth, will depart from Mastercard at the end of May 2023.”
Earnings Releases
Mastercard Inc reported financial results for fourth quarter and full year 2022.
“On January 26, 2023, Mastercard Incorporated issued an earnings release announcing financial results for its fourth quarter and full year 2022. A copy of the earnings release is attached hereto as Exhibit 99.1.”
Material Agreements
Mastercard Inc amended Credit Facility with Citibank, N.A., JPMorgan Chase Bank, N.A., and other lenders valued at $8,000,000,000 (effective 2022-11-10).
“On November 10, 2022, Mastercard Incorporated (the “Company”) entered into a committed five-year unsecured $8,000,000,000 revolving credit facility (the “Credit Facility”) with Citibank, N.A. as managing administrative agent; JPMorgan Chase Bank, N.A. as administrative agent; Citibank, N.A. and JPMorgan Chase Bank, N.A. as joint lead arrangers, joint book managers and global coordinators”
Harit Talwar was elected as Director at Mastercard Inc.
“On January 12, 2022, the Board of Directors of Mastercard Incorporated (the “Company”) elected Harit Talwar to the Board of Directors, effective April 1, 2022.”
Ajay Banga departed as Executive Chairman at Mastercard Inc.
“Mr. Banga, who is retiring as Executive Chairman of Mastercard on December 31, 2021, has also recently agreed with Mastercard to serve as a consultant through the end of 2022 for $3 million plus reasonable expenses.”
Merit Janow was elected as non-executive Independent Chair at Mastercard Inc.
“The Board has elected current Lead Independent Director Merit Janow to serve as non-executive Independent Chair of the Board, effective January 1, 2022.”
Ajay Banga departed as Executive Chairman at Mastercard Inc.
“Ajay Banga, 61, the Company’s current Executive Chairman, will retire effective on December 31, 2021.”
Candido Bracher was elected as Director at Mastercard Inc.
“On September 9, 2021, the Board of Directors of Mastercard Incorporated (the "Company") elected Candido Bracher to the Board of Directors.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.