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 18, 2024 _______________________________________ 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 19, 2024 (the “Record Date”) were entitled to vote at the Annual Meeting of Stockholders held June 18, 2024 (the "Annual Meeting"). A total of 827,992,996 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 2025 annual meeting of stockholders: Director For Against Abstain Broker Non-Votes Merit E. Janow 758,928,091  21,351,067  780,263  46,933,575  Candido Bracher 779,166,549  1,195,728  697,144  46,933,575  Richard K. Davis 758,901,694  21,468,261  689,466  46,933,575  Julius Genachowski 761,203,396  19,145,262  710,763  46,933,575  Choon Phong Goh 732,545,070  47,807,991  706,360  46,933,575  Oki Matsumoto 777,047,292  3,278,646  733,483  46,933,575  Michael Miebach 778,646,488  1,073,328  1,339,605  46,933,575  Youngme Moon 777,536,010  2,816,646  706,765  46,933,575  Rima Qureshi 765,627,632  12,860,678  2,571,111  46,933,575  Gabrielle Sulzberger 764,655,516  15,714,311  689,594  46,933,575  Harit Talwar 777,381,804  2,969,462  708,155  46,933,575  Lance Uggla 776,528,151  3,796,166  735,104  46,933,575  2. The holders of Class A common stock approved Mastercard's executive compensation on an advisory basis: For Against Abstain Broker Non-Votes 742,872,818 36,415,274 1,771,329 46,933,575 3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2024: For Against Abstain 779,679,292 47,410,751 902,953 4. The holders of Class A common stock did not approve the stockholder proposal requesting transparency in lobbying: For Against Abstain Broker Non-Votes 198,391,245 578,811,269 3,856,907 46,933,575 5. The holders of Class A common stock did not approve the stockholder proposal requesting a director election resignation bylaw: For Against Abstain Broker Non-Votes 108,865,836 670,126,119 2,067,466 46,933,575 2 6. The holders of Class A common stock did not approve the stockholder proposal requesting a congruency report on privacy and human rights: For Against Abstain Broker Non-Votes 8,282,682 767,845,544 4,931,195 46,933,575 7. The holders of Class A common stock did not approve the stockholder proposal requesting a human rights congruency report: For Against Abstain Broker Non-Votes 6,224,207 768,631,445 6,203,769 46,933,575 8. The holders of Class A common stock did not approve the stockholder proposal requesting a report on gender-based compensation and benefit gaps: For Against Abstain Broker Non-Votes 9,197,867 767,445,969 4,415,585 46,933,575 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 21, 2024 By: /s/ Adam Zitter Adam Zitter Corporate Secretary 4