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 27, 2023 _______________________________________ 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 2.1% Notes due 2027 MA27 New York Stock Exchange 1.0% Notes due 2029 MA29A New York Stock Exchange 2.5% 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 ☐ 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. ☐ 1 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: Director For Against Abstain Broker Non-Votes Merit E. Janow 782,920,309  15,005,492  613,383  44,000,942  Candido Bracher 794,086,889  3,828,481  623,814  44,000,942  Richard K. Davis 785,081,900  12,842,696  614,588  44,000,942  Julius Genachowski 768,880,658  29,017,526  641,000  44,000,942  Choon Phong Goh 753,957,632  43,946,087  635,465  44,000,942  Oki Matsumoto 787,137,689  10,771,696  629,799  44,000,942  Michael Miebach 796,659,328  1,262,781  617,075  44,000,942  Youngme Moon 788,131,534  9,778,318  629,332  44,000,942  Rima Qureshi 783,802,693  14,116,976  619,515  44,000,942  Gabrielle Sulzberger 782,164,000  15,744,503  630,681  44,000,942  Harit Talwar 792,976,792  4,914,687  647,705  44,000,942  Lance Uggla 789,606,834  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: For Against Abstain Broker Non-Votes 761,556,886 35,068,514 1,913,784 44,000,942 3. The holders of Class A common stock approved "1 year" as the frequency of future advisory votes on executive compensation: 1 year 2 years 3 years Abstain Broker Non-Votes 774,766,931 432,446 22,722,908 616,899 44,000,942 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: For Against Abstain Broker Non-Votes 795,605,209 2,361,206 572,769 44,000,942 2 5. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2023: For Against Abstain 801,525,359 40,173,901 840,866 6. The holders of Class A common stock did not approve the stockholder proposal requesting a report on ensuring respect for civil liberties: For Against Abstain Broker Non-Votes 4,843,206 787,014,458 6,681,520 44,000,942 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: For Against Abstain Broker Non-Votes 75,229,406 715,686,861 7,622,917 44,000,942 8. The holders of Class A common stock did not approve the stockholder proposal requesting lobbying disclosure: For Against Abstain Broker Non-Votes 222,400,657 563,570,703 12,567,824 44,000,942 9. The holders of Class A common stock did not approve the stockholder proposal requesting stockholders approve advance notice bylaw amendments: For Against Abstain Broker Non-Votes 106,969,986 688,351,218 3,217,980 44,000,942 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: For Against Abstain Broker Non-Votes 3,976,370 788,341,249 6,221,565 44,000,942 Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 104 Cover 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. 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 29, 2023 By: /s/ Adam Zitter Adam Zitter Corporate Secretary 4