Mastercard Inc

This proposal requests that the Board amend governing documents to permit shareholders holding the minimum number of votes needed to authorize an action at a meeting to act by written consent, without unnecessary ownership-duration or holding-method restrictions. It asks that any related record date be set at the lowest allowable level and that written consents not include solicitation clauses unless legally required. The proponent argues the right is needed because the company’s current special-meeting thresholds and exclusions make shareholder-initiated actions more difficult, and cites various 2025 news items as rationale for increasing shareholder tools to address underperformance. The proposal was submitted by John Chevedden and seeks to create an additional mechanism (written consent) for shareholders to initiate and approve corporate actions between annual meetings.

This proposal asks the Board to adopt cumulative voting for director elections by amending the certificate of incorporation and bylaws and making any necessary conforming changes under Delaware law. Cumulative voting would allow each shareholder to allocate all their votes among one or more director nominees, enabling minority shareholders to concentrate votes on preferred candidates. The proponent states cumulative voting enhances shareholder rights by providing greater influence over Board composition, and requests the company implement procedural provisions to operationalize the change. The proposal was submitted by the National Legal and Policy Center (NLPC).