MASTERCARD INCORPORATED | Cumulative voting for director elections at MASTERCARD INCORPORATED

Status
Filed
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
MA
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Filer type
Shareholder
Company sector
Technology
Company HQ country
United States
Resolved clause
RESOLVED, that the stockholders of Mastercard Incorporated (“the Company”) hereby approve, and request that the Board of Directors take all necessary steps— consistent with Delaware law—to adopt cumulative voting for the election of directors, including: 1. amending the Company’s Amended and Restated Certificate of Incorporation to expressly provide for cumulative voting as permitted under Section 214 of the Delaware General Corporation Law; 2. amending the Company’s Amended and Restated Bylaws to include corresponding procedural provisions implementing cumulative voting; and 3. making any other conforming changes necessary to fully implement cumulative voting for all future elections of directors.
Supporting statement
Cumulative voting is a well-established mechanism that enhances shareholder rights by allowing shareholders to allocate their votes among director nominees in the manner they believe best serves their interests. The Board’s Statement in Response The Board unanimously recommends that stockholders vote AGAINST this proposal for the following reasons. Our majority voting standard is a well‑established governance practice that promotes director accountability. Our majority voting standard for the election of directors provides that each share of Class A common stock is entitled to one vote for each director nominee. Under this standard, directors are elected only if they receive the affirmative support of a majority of the votes cast. meaningful support of a majority of the votes cast by our stockholders, thereby enhancing director accountability by requiring each nominee to earn broad stockholder approval. By contrast, cumulative voting can give stockholders with relatively small ownership stakes disproportionate influence in director elections by allowing them to concentrate their votes to elect a single director nominee aligned with their particular interests, even without the support of a majority of stockholders. Moreover, the widespread adoption of majority voting among large U.S. public companies confirms its status as a well‑established governance practice for director elections. According to FactSet, 91% of S&P 500 companies have a majority voting standard for the election of directors. Conversely, only a small minority of S&P 500 companies – approximately 1% – currently permit cumulative voting in director elections. Thus, our existing voting standard aligns with the prevailing governance practice adopted by the vast majority of large U.S. public companies.

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