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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, 2026
_______________________________________
Mastercard Incorporated
(Exact name of registrant as specified in its charter)
_______________________________________
Delaware001-3287713-4172551
(State or other jurisdiction
of incorporation)		(Commission File
Number)		(IRS Employer
Identification No.)
2000 Purchase Street10577
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 classTrading SymbolName of each exchange of which registered
Class A common stockMANew York Stock Exchange
2.1% Notes due 2027MA27New York Stock Exchange
1.0% Notes due 2029MA29ANew York Stock Exchange
2.5% Notes due 2030MA30New 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. ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 16, 2026, Mastercard Incorporated ("Mastercard") held its annual meeting of stockholders (the "Annual Meeting"). Holders of Class A common stock at the close of business on April 21, 2026 were entitled to vote at the Annual Meeting. A total of 785,352,547 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 of Directors of Mastercard as directors for a one-year term expiring on the date of Mastercard’s 2027 annual meeting of stockholders:
DirectorForAgainstAbstain
Broker
Non-Votes
Merit E. Janow695,415,06544,318,4971,169,97644,449,009
Candido Bracher737,012,1163,374,634516,78844,449,009
Richard K. Davis716,683,37623,716,649503,51344,449,009
Julius Genachowski660,087,38179,711,5381,104,61944,449,009
Choon Phong Goh692,891,92247,493,724517,89244,449,009
Oki Matsumoto702,316,74738,064,923521,86844,449,009
Michael Miebach735,911,8954,344,270647,37344,449,009
Youngme Moon738,673,9301,714,463515,14544,449,009
Gabrielle Sulzberger730,415,5149,601,529886,49544,449,009
Harit Talwar735,808,2074,575,870519,46144,449,009
Lance Uggla723,551,91116,821,430530,19744,449,009
2. The holders of Class A common stock approved, on an advisory basis, Mastercard's executive compensation:
ForAgainstAbstain
Broker
Non-Votes
701,046,39238,008,1521,848,99444,449,009
3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard’s independent registered public accounting firm for 2026:
ForAgainstAbstain
726,095,82458,529,894726,829
4. The holders of Class A common stock did not approve the stockholder proposal regarding shareholder right to act by written consent:
ForAgainstAbstain
Broker
Non-Votes
219,787,693509,604,99211,510,85344,449,009
5. The holders of Class A common stock did not approve the stockholder proposal to adopt cumulative voting for the election of directors:
ForAgainstAbstain
Broker
Non-Votes
22,939,249715,414,6482,549,64144,449,009





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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, 2026By:/s/ Gina Accordino
Gina Accordino
Corporate Secretary


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