Shareholder Vote

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 16, 2020 _______________________________________ Mastercard Incorporated (Exact name of registrant as specified in its charter)   _______________________________________ Delaware 001-32877 13-4172551 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2000 Purchase Street 10577 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 class   Trading Symbol   Name of each exchange of which registered Class A Common Stock   MA   New York Stock Exchange 1.100% Notes due 2022   MA22   New York Stock Exchange 2.100% Notes due 2027   MA27   New York Stock Exchange 2.500% Notes due 2030   MA30   New 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 ☐ 1 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. ☐ 2 Item 5.07 Item 5.07 Submission of Matters to a Vote of Security Holders. Mastercard Incorporated (“Mastercard”) held its Annual Meeting of Stockholders on June 16, 2020 (the “Annual Meeting”). Holders of Class A common stock at the close of business on April 20, 2020 (the “Record Date”) were entitled to vote at the Annual Meeting. A total of 876,145,830 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: 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 2021 annual meeting of stockholders: Director For Against Abstain Broker Non-Votes Richard Haythornthwaite 745,583,729 65,054,350 6,149,392 59,358,359 Ajay Banga 813,412,821 2,898,514 476,136 59,358,359 Richard K. Davis 799,886,158 16,379,106 522,207 59,358,359 Steven J. Freiberg 789,000,316 27,278,744 508,411 59,358,359 Julius Genachowski 807,490,912 8,769,639 526,920 59,358,359 Choon Phong Goh 748,961,153 67,300,094 526,224 59,358,359 Merit E. Janow 808,856,500 6,762,733 1,168,238 59,358,359 Oki Matsumoto 806,758,753 8,814,465 1,214,253 59,358,359 Youngme Moon 813,554,769 2,712,461 520,241 59,358,359 Rima Qureshi 813,687,766 1,949,012 1,150,693 59,358,359 José Octavio Reyes Lagunes 803,792,046 12,490,572 504,853 59,358,359 Gabrielle Sulzberger 812,079,018 3,546,810 1,161,643 59,358,359 Jackson Tai 799,796,538 16,483,897 507,036 59,358,359 Lance Uggla 813,698,261 2,555,158 534,052 59,358,359 2. The holders of Class A common stock approved Mastercard’s executive compensation on an advisory basis: For Against Abstain Broker Non-Votes 778,607,888 37,021,496 1,158,087 59,358,359 3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2020: For Against Abstain Broker Non-Votes 842,601,334 32,439,300 1,105,196 N/A 3 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 17, 2020 By:   /s/ Janet McGinness         Janet McGinness         Corporate Secretary 4