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Published: 2023-06-29 09:26:34 ET
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM 8-K
_______________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):June 27, 2023
_______________________________________
Mastercard Incorporated
(Exact name of registrant as specified in its charter)
_______________________________________
Delaware001-3287713-4172551
(State or other jurisdiction
of incorporation)		(Commission File
Number)		(IRS Employer
Identification No.)
2000 Purchase Street10577
Purchase,NY
(Address of principal executive offices)(Zip Code)
(914)249-2000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange of which registered
Class A common stockMANew York Stock Exchange
2.1% Notes due 2027MA27New York Stock Exchange
1.0% Notes due 2029MA29ANew York Stock Exchange
2.5% Notes due 2030MA30New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.

Holders of Class A common stock at the close of business on April 28, 2023 (the “Record Date”) were entitled to vote at the Annual Meeting of Stockholders held June 27, 2023 (the "Annual Meeting"). A total of 842,540,126 shares of Class A common stock, constituting a quorum, were present or represented by proxy at the Annual Meeting. The votes cast with respect to the matters voted upon at the Annual Meeting are set forth below:

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:
DirectorForAgainstAbstain
Broker
Non-Votes
Merit E. Janow782,920,309 15,005,492 613,383 44,000,942 
Candido Bracher794,086,889 3,828,481 623,814 44,000,942 
Richard K. Davis785,081,900 12,842,696 614,588 44,000,942 
Julius Genachowski768,880,658 29,017,526 641,000 44,000,942 
Choon Phong Goh753,957,632 43,946,087 635,465 44,000,942 
Oki Matsumoto787,137,689 10,771,696 629,799 44,000,942 
Michael Miebach796,659,328 1,262,781 617,075 44,000,942 
Youngme Moon788,131,534 9,778,318 629,332 44,000,942 
Rima Qureshi783,802,693 14,116,976 619,515 44,000,942 
Gabrielle Sulzberger782,164,000 15,744,503 630,681 44,000,942 
Harit Talwar792,976,792 4,914,687 647,705 44,000,942 
Lance Uggla789,606,834 8,293,703 638,647 44,000,942 
2. The holders of Class A common stock approved Mastercard's executive compensation on an advisory basis:
ForAgainstAbstain
Broker
Non-Votes
761,556,88635,068,5141,913,78444,000,942

3. The holders of Class A common stock approved "1 year" as the frequency of future advisory votes on executive compensation:
1 year2 years3 yearsAbstain
Broker
Non-Votes
774,766,931432,44622,722,908616,89944,000,942
After considering the voting results for Proposal 3, Mastercard’s Board of Directors determined to continue to hold an annual say-on-pay vote until Mastercard is next required, or the Board deems it appropriate, to submit to the stockholders a proposal to select, by advisory vote, the frequency of the say-on-pay vote.
4. The holders of Class A common stock approved the Mastercard Incorporated Employee Stock Purchase Plan:
ForAgainstAbstain
Broker
Non-Votes
795,605,2092,361,206572,76944,000,942


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5. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2023:
ForAgainstAbstain
801,525,35940,173,901840,866
6. The holders of Class A common stock did not approve the stockholder proposal requesting a report on ensuring respect for civil liberties:
ForAgainstAbstain
Broker
Non-Votes
4,843,206787,014,4586,681,52044,000,942
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:
ForAgainstAbstain
Broker
Non-Votes
75,229,406715,686,8617,622,91744,000,942
8. The holders of Class A common stock did not approve the stockholder proposal requesting lobbying disclosure:
ForAgainstAbstain
Broker
Non-Votes
222,400,657563,570,70312,567,82444,000,942

9. The holders of Class A common stock did not approve the stockholder proposal requesting stockholders approve advance notice bylaw amendments:
ForAgainstAbstain
Broker
Non-Votes
106,969,986688,351,2183,217,98044,000,942

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:
ForAgainstAbstain
Broker
Non-Votes
3,976,370788,341,2496,221,56544,000,942


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberExhibit Description
104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MASTERCARD INCORPORATED
Date:June 29, 2023By:
/s/ Adam Zitter
Adam Zitter
Corporate Secretary


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