Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 21, 2022 at the 2022 annual meeting of stockholders (the "Annual Meeting") of Mastercard Incorporated (the "Company"), the holders of the Company's Class A common stock, par value $0.0001 ("Class A common stock"), approved the amendment and restatement of the Company's certificate of incorporation (the "Amended and Restated Certificate of Incorporation") to enable the adoption of a stockholders' right to call special meetings of stockholders.

On June 21, 2022, the Company filed the Amended and Restated Certificate of Incorporation with the Secretary of State in the form previously attached to, and as described in, the Company's proxy statement, dated April 29, 2022, in connection with the Annual Meeting (the "Proxy Statement").

Also on June 21, 2022, the Company's amended and restated bylaws (the "Amended and Restated By-Laws"), in the form described in the Proxy Statement, became effective. The Amended and Restated By-Laws have been amended to require that the Company call a special meeting of the stockholders on the direction of the Board, the Chairman of the Board, or the Chief Executive Officer of the Company, or upon written request of one or more stockholders who: •own shares representing at least 15% of the voting power of all outstanding shares of the Company's Class A common stock for at least one year; and •comply with the other applicable requirements and procedures set forth in the Amended and Restated By-Laws from time to time.

The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws, which are attached as Exhibit 3.1 and Exhibit 3.2 to this Current Report, respectively, and are incorporated herein by reference as though they were fully set forth herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Holders of Class A common stock at the close of business on April 22, 2022 (the "Record Date") were entitled to vote at the Annual Meeting. A total of 857,852,233 shares of Class A common stock, constituting a quorum, were represented in person or 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 as directors for a one-year term expiring on the date of Mastercard's 2023 annual meeting of stockholders:

                                                                                     Broker
   Director                           For           Against       Abstain         Non-Votes
   Merit E. Janow          794,280,058      15,308,645       715,102        47,548,428
   Candido Bracher         808,841,229         900,743       561,833        47,548,428
   Richard K. Davis        796,023,059      13,728,067       552,679        47,548,428
   Julius Genachowski      783,433,531      26,314,645       555,629        47,548,428
   Choon Phong Goh         763,207,520      46,369,799       726,486        47,548,428
   Oki Matsumoto           799,477,493      10,265,733       560,579        47,548,428
   Michael Miebach         807,576,098       2,171,986       555,721        47,548,428
   Youngme Moon            799,946,119       9,801,259       556,427        47,548,428
   Rima Qureshi            798,347,934      11,420,087       535,784        47,548,428
   Gabrielle Sulzberger    791,741,076      17,829,063       733,666        47,548,428
   Jackson Tai             786,543,863      23,027,505       732,437        47,548,428
   Harit Talwar            808,793,940         932,154       577,711        47,548,428
   Lance Uggla             803,809,418       5,936,171       558,216        47,548,428


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2. The holders of Class A common stock approved Mastercard's executive compensation on an advisory basis:

                                                                         Broker
                        For           Against         Abstain         Non-Votes
             770,400,431      38,464,478       1,438,896        47,548,428

3. The holders of Class A common stock ratified the appointment of PricewaterhouseCoopers LLP as Mastercard's independent registered public accounting firm for 2022:

                                                                     Broker
                            For           Against       Abstain   Non-Votes
                 814,350,496      42,733,736       768,001              N/A


4. The holders of Class A common stock approved the amendments to the
Certificate of Incorporation to enable a stockholders' right to call special
meetings of stockholders:

                                                                        Broker
                         For           Against       Abstain         Non-Votes
              797,711,963      11,976,915       614,927        47,548,428

5. The holders of Class A common stock did not approve the stockholder proposal on the right to call special meetings of stockholders:

                                                                         Broker
                        For           Against         Abstain         Non-Votes
             262,000,145     544,302,636       4,001,024        47,548,428

6. The holders of Class A common stock did not approve the stockholder proposal requesting Board approval of certain political contributions:

                                                                         Broker
                        For           Against         Abstain         Non-Votes
              81,634,570     719,224,957       9,444,278        47,548,428

7. The holders of Class A common stock did not approve the stockholder proposal requesting charitable donation disclosure:

                                                                         Broker
                        For           Against         Abstain         Non-Votes
              16,588,257     787,274,087       6,441,461        47,548,428

8. The holders of Class A common stock did not approve the stockholder proposal requesting a report on "ghost guns":

                                                                         Broker
                        For           Against         Abstain         Non-Votes
              82,828,344     719,244,965       8,230,496        47,548,428




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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number             Exhibit Description
                             Amended and Restated Certificate of Incorporat    ion     of Mastercard
  3.1                      Incorporated
  3.2                        Amended and Restated By-Laws of Mastercard Incorporated




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