8-KShareholder Matters

Mastercard Inc 8-K Report, Shareholder Vote Results (Jun 27, 2017)

Filed June 27, 2017For Securities:MA

Summary

Mastercard Inc. filed an 8-K report on June 27, 2017, detailing the outcomes of its Annual Meeting of Stockholders held on June 26, 2017. The meeting saw overwhelming approval for key corporate governance matters, including the election of all 12 director nominees and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2017. Additionally, advisory votes overwhelmingly supported the company's executive compensation and the material terms of the Long Term Incentive Plan. The Board of Directors will continue to hold annual "say-on-pay" votes based on the advisory vote outcome.

Key Highlights

  • 1All 12 director nominees were elected to serve on the Board for a one-year term, with strong support from Class A common stockholders.
  • 2Mastercard's executive compensation was approved on an advisory basis with a significant majority of votes in favor.
  • 3Stockholders voted in favor of holding an advisory vote on executive compensation annually (1-year frequency).
  • 4The material terms of the Long Term Incentive Plan were approved by a substantial majority of stockholders.
  • 5PricewaterhouseCoopers LLP was ratified as Mastercard's independent registered public accounting firm for 2017.
  • 6A stockholder proposal on gender pay equity was not approved, receiving a majority of 'against' votes.

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