MasterCard Inc.

06/23/2021 | Press release | Distributed by Public on 06/23/2021 13:51

Amendments to articles of incorporation/bylaws/change in fiscal year (Form 8-K)

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 22, 2021 at the 2021 annual meeting of stockholders (the 'Annual Meeting') of Mastercard Incorporated (the 'Company'), the holders of the Company's Class A common stock, par value $0.0001 ('Class A common stock'), approved the amendment and restatement of the Company's certificate of incorporation (the 'Amended and Restated Certificate of Incorporation') to eliminate supermajority voting requirements by

•in Section 5.1, reducing the vote required to alter, amend or repeal any provision of our by-laws or to adopt any provision inconsistent with the by-laws from at least 80% of the voting power of our common stock to at least a majority of the voting power of our common stock; and
•adding Sections 11.1, 11.2, 11.3 and 11.4 which relate to the approval of business combinations with interested stockholders,, and changed the vote required for the approval of such business combinations from 66-2/3% to at least a majority of the voting power of our common stock.

On June 22, 2021, the Company filed the Amended and Restated Certificate of Incorporation with the Secretary of State in the form previously attached to, and as described in, the Company's proxy statement, dated April 29, 2021, in connection with the Annual Meeting (the 'Proxy Statement').

Also on June 22, 2021, the Company's amended and restated bylaws (the 'Amended and Restated Bylaws'), in the form described in the Proxy Statement, became effective. The Amended and Restated Bylaws, which have been amended to correspond to Section 5.1 of the Amended and Restated Certificate of Incorporation, were previously approved by the Company's Board of Directors to become effective conditioned upon stockholder approval of the Amended and Restated Certificate of Incorporation.

The Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are attached as Exhibit 3.1 and Exhibit 3.2 to this Current Report, respectively, and are incorporated herein by reference as though they were fully set forth herein.

Submission of Matters to a Vote of Security Holders.

Mastercard Incorporated ('Mastercard') held its Annual Meeting of Stockholders on June 22, 2021 (the 'Annual Meeting'). Holders of Class A common stock at the close of business on April 23, 2021 (the 'Record Date') were entitled to vote at the Annual Meeting. A total of 866,834,745 shares of Class A common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting. The votes cast with respect to the matters voted upon at the Annual Meeting are set forth below:
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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 2022 annual meeting of stockholders:
Director For Against Abstain
Broker
Non-Votes
Ajay Banga 806,301,683 10,206,888 702,996 49,623,178
Merit E. Janow 806,570,404 9,926,859 714,304 49,623,178
Richard K. Davis 793,129,822 23,358,391 723,354 49,623,178
Steven J. Freiberg 782,088,261 34,402,361 720,945 49,623,178
Julius Genachowski 797,966,990 18,504,142 740,435 49,623,178
Choon Phong Goh 749,998,115 66,460,197 753,255 49,623,178
Oki Matsumoto 801,409,331 14,548,649 1,253,587 49,623,178
Michael Miebach 814,562,954 1,922,127 726,486 49,623,178
Youngme Moon 806,275,736 10,208,881 726,950 49,623,178
Rima Qureshi 810,343,783 6,168,853 698,931 49,623,178
José Octavio Reyes Lagunes 793,865,590 22,627,662 718,315 49,623,178
Gabrielle Sulzberger 807,086,442 9,403,469 721,656 49,623,178
Jackson Tai 797,068,652 19,414,074 728,841 49,623,178
Lance Uggla 810,154,667 6,318,983 737,917 49,623,178
2. The holders of Class A common stock approved Mastercard's executive compensation on an advisory basis:
For Against Abstain
Broker
Non-Votes
614,808,531 200,188,212 2,214,824 49,623,178
3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard's independent registered public accounting firm for 2021:
For Against Abstain
Broker
Non-Votes
828,926,649 36,336,039 1,572,057 N/A
4. The holders of Class A common stock approved the amendment and restatement of the 2006 Long Term Incentive Plan:
For Against Abstain
Broker
Non-Votes
791,465,073 23,991,615 1,754,879 49,623,178


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5. The holders of Class A common stock approved the amendment and restatement of the 2006 Non-Employee Director Equity Compensation Plan.:
For Against Abstain
Broker
Non-Votes
799,720,162 16,228,278 1,263,127 49,623,178

6. The holders of Class A common stock approved the amendments to the Certificate of Incorporation to remove supermajority voting requirements:
For Against Abstain
Broker
Non-Votes
815,085,154 1,335,465 790,948 49,623,178

Financial Statements and Exhibits.

(d) Exhibits.



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