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.
|
Exhibit Number
|
Exhibit Description
|
|
|
|
|
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