MASTERCARD INCORPORATED | right to call special meetings of stockholders at MASTERCARD INCORPORATED

Status
32.57% votes in favour
AGM date
Resolution details
Company ticker
MA
Lead filer
Undisclosed filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.
Supporting statement
One of the main purposes of this proposal is to give shareholders the right to formally participate in calling for a special shareholder meeting regardless of their length of stock ownership to the fullest extent possible.
A large number of companies provide shareholders with the right to act by written consent and the right to call a special shareholder meeting. MasterCard shareholders have neither right.
Enabling shareholders to act by written consent is an important right. Conagra shareholders gave 85%-support to a 2021 shareholder proposal for a shareholder right to act by written consent. This 85%-support was all the more impressive since the shareholder proponent did nothing to promote his proposal.
A reasonable 10% shareholder right to call for a special shareholder meeting could be used to elect a new director. It could also be an incentive for the chairman of the MasterCard management pay committee, Mr. Richard Davis, to take his job more seriously.
Management pay was rejected by 24% of shareholders in spite of MasterCard management going to corporate war chest and sending extraneous messages to shareholders urging them to approve management pay. A 24% rejection is in contrast to the norm of a 5% rejection at many companies.
We need a right for 10% of shares to call for a special shareholder meeting to help make up for absolutely no shareholder right to act by written consent and to also incentivize our directors to better performance.

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