Mastercard (MA) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 16, 2026, with virtual participation and electronic voting options for Class A stockholders as of April 21, 2026.

• Key business items include election of 11 directors, advisory approval of executive compensation, ratification of PwC as auditor, and two shareholder proposals.

• Strong 2025 financial performance: net revenue $32.8B (up 16%), GAAP net income $15.0B (up 16%), diluted EPS $16.52 (up 19%), and $14.5B capital returned to stockholders.

• Strategic focus on consumer payments, commercial/new payment flows, and value-added services, with continued investment in AI, cybersecurity, and global expansion.

Voting matters and shareholder proposals

• Board recommends FOR all director nominees, executive compensation, and auditor ratification.

• Board recommends AGAINST shareholder proposals: (1) right to act by written consent, and (2) adoption of cumulative voting for directors.

• Shareholder proposals address written consent rights and cumulative voting; Board argues existing governance provides sufficient shareholder rights.

Board of directors and corporate governance

• 11 director nominees, 10 of whom are independent; diverse in nationality, gender, and experience.

• Board committees: Audit, Human Resources and Compensation, Nominating and Corporate Governance, and Risk, all composed of independent directors.

• Annual board and committee self-evaluations, majority voting standard, proxy access, and stockholder right to call special meetings.

• Board refreshment and diversity emphasized, with average independent director tenure of 7.9 years and average age 65.