8-KShareholder Matters

Mastercard Inc 8-K Report, Shareholder Vote Results (Jun 17, 2020)

Filed June 17, 2020For Securities:MA

Summary

Mastercard Inc. (MA) filed an 8-K report detailing the outcomes of its Annual Meeting of Stockholders held on June 16, 2020. The meeting confirmed the election of all proposed directors to serve on the Board for a one-year term and approved the company's executive compensation on an advisory basis. Additionally, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2020 was ratified. The strong shareholder support across all proposals indicates continued confidence in the company's leadership and governance. Of particular note for investors is the overwhelming support for the director nominees and executive compensation, with 'For' votes significantly outweighing 'Against' and 'Abstain' votes in each case. The ratification of PricewaterhouseCoopers LLP also passed with substantial approval. A quorum was met, with over 876 million shares of Class A common stock represented, demonstrating active investor participation.

Key Highlights

  • 1All 14 director nominees were overwhelmingly elected to serve on the Board for a one-year term ending at the 2021 annual meeting.
  • 2Mastercard's executive compensation plan was approved on an advisory basis with strong shareholder support.
  • 3PricewaterhouseCoopers LLP was ratified as Mastercard's independent registered public accounting firm for 2020, with a large majority of votes in favor.
  • 4A quorum was established with 876,145,830 shares of Class A common stock represented, indicating significant shareholder engagement.
  • 5Director nominees received substantial 'For' votes, generally exceeding 745 million votes, with very few 'Against' votes recorded for any nominee.
  • 6The advisory vote on executive compensation saw nearly 779 million 'For' votes compared to approximately 37 million 'Against' votes.

Frequently Asked Questions

The main outcomes were the election of all director nominees to the Board, the approval of executive compensation on an advisory basis, and the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2020. All proposals received strong shareholder support.

The director nominees received very strong support, with the lowest 'For' vote count being 745,583,729 for Richard Haythornthwaite and the highest being 813,698,261 for Lance Uggla. The 'Against' votes were significantly lower for all nominees.

Yes, executive compensation was approved on an advisory basis by the holders of Class A common stock. Approximately 778.6 million votes were cast in favor, compared to about 37 million votes against.

A quorum was present at the meeting, with a total of 876,145,830 shares of Class A common stock represented either in person or by proxy. This indicates a good level of shareholder engagement.