MA 8-K: Smart Summary

Mastercard Incorporated held its annual meeting of stockholders on June 16, 2026, at which 785,352,547 shares of Class A common stock were present or represented by proxy. A total of five proposals were voted on, including election of 11 directors, one advisory management proposal, one ratification, and two shareholder proposals.

• Merit E. Janow — 695,415,065 for / 44,318,497 against (93.96%)
• Candido Bracher — 737,012,116 for / 3,374,634 against (99.55%)
• Richard K. Davis — 716,683,376 for / 23,716,649 against (96.79%)
• Julius Genachowski — 660,087,381 for / 79,711,538 against (89.22%)
• Choon Phong Goh — 692,891,922 for / 47,493,724 against (93.59%)
• Oki Matsumoto — 702,316,747 for / 38,064,923 against (94.86%)
• Michael Miebach — 735,911,895 for / 4,344,270 against (99.41%)
• Youngme Moon — 738,673,930 for / 1,714,463 against (99.77%)
• Gabrielle Sulzberger — 730,415,514 for / 9,601,529 against (98.70%)
• Harit Talwar — 735,808,207 for / 4,575,870 against (99.38%)
• Lance Uggla — 723,551,911 for / 16,821,430 against (97.73%)

• Advisory approval of executive compensation — 701,046,392 for / 38,008,152 against / 1,848,994 abstain (94.24%) — passed
• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026 — 726,095,824 for / 58,529,894 against / 726,829 abstain (92.49%) — passed

• Shareholder right to act by written consent — 219,787,693 for / 509,604,992 against / 11,510,853 abstain (29.96%) — failed
• Adopt cumulative voting for the election of directors — 22,939,249 for / 715,414,648 against / 2,549,641 abstain (3.10%) — failed