This includes shareholder ability to initiate any appropriate topic for written consent. This includes that any associated request for a record date shall have the lowest allowable figure. This includes that written consent not include a solicitation clause mandating a certain percent of shares be solicited unless legally required. Mastercard shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for Mastercard shareholders to call for a special shareholder meeting. Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call for a special shareholder meeting ? yet Mastercard made the threshold 15% of shareholders based on all shares outstanding and then excluded all Mastercard shares that were not long-term shares, which excludes the Mastercard shares most likely to call for a special shareholder meeting. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when Mastercard is underperforming. The following challenging 2025 news reports on Mastercard make it more important to adopt this proposal without delay: A proposed settlement in a long-running class-action lawsuit with U.S. merchants over interchange (swipe) fees was met with significant criticism from merchant groups, including the National Retail Federation. Critics argue the settlement offers only "window dressing" and no meaningful reduction in fees, potentially prompting Congress to intervene. Reports that large merchants are exploring ways to bypass traditional credit card networks and their associated fees contributed to a decline in Mastercard's shares. The Mastercard Economics Institute?s forecast indicates that inflation and economic uncertainty are pushing customers to seek discounts and promotions, impacting the overall transaction volume and value. A November 2025 report highlighted that Mastercard insiders were net sellers of their stock over the last year, which some shareholders might interpret as a negative signal about future prospects.