Mastercard’s Board is Built for One Worldview; Voting Reform Needed for Directors

National Legal and Policy Center (NLPC) has circulated an exempt solicitation urging Mastercard Incorporated shareholders to vote FOR Proposal 5, which asks the board to adopt cumulative voting for director elections.¹ The annual meeting is June 16, 2026, but shareholders should cast their ballots NOW. Most investors will weigh this proposal from the proxy alone — so the stakes deserve a direct account.

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Cumulative voting is a long-established safeguard. It lets shareholders concentrate their votes behind a single nominee, giving a minority constituency a realistic path to elect one director. It does not change majority control. The Securities and Exchange Commission recognizes that it strengthens minority shareholders’ ability to elect a director,² and Institutional Shareholder Services recommends voting for proposals that provide it.³

Mastercard needs this reform. The company’s first-quarter 2026 results were strong, yet its share price has fallen about 11 percent so far this year.⁴ That disconnect points to a board insulated from accountability — and a decade-long pattern of conduct shareholders had no procedural means to question.

Consider the record. In 2020, Mastercard pledged $500 million tied to “Black communities” and aligned itself publicly with the Black Lives Matter movement.⁵ Its Impact Fund has steered philanthropic dollars to organizations well to the left of the median investor.⁶ The company joined rivals in adopting a firearms merchant category code sought by gun-control advocates, then paused it under bipartisan criticism — leaving Mastercard caught between conflicting state mandates and prohibitions.⁷

Most consequential is China. Mastercard built a domestic clearing joint venture with NetsUnion, a state-controlled entity tied to the People’s Bank of China.⁸ Board chair Merit Janow attended a 2023 dinner with Xi Jinping;⁹ she has served since 2009 on the international advisory council of China’s sovereign wealth fund.¹⁰ A board chair so closely tied to Chinese economic institutions is not positioned to challenge a deepening structural dependency on Chinese state infrastructure — and no record shows anyone did.

The board’s composition explains the silence. Eight of eleven directors come from international policy institutions, left-leaning philanthropy, climate-aligned investing, or Democratic-administration service.¹¹ That homogeneity carries a cost: Mastercard’s $3.2 billion acquisition of Denmark’s Nets — its largest ever — is now being unwound at a steep loss.¹²

The board opposes Proposal 5, warning that cumulative voting could let a minority elect a director “aligned with their particular interests.” But Mastercard’s board is already aligned with particular interests. Proposal 5 does not guarantee any outcome — it preserves the possibility of a dissenting voice before the next costly decision.

Vote FOR Proposal 5 NOW at www.proxyvote.com (you will need a control number or your account number).

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Endnotes

1. “Notice of 2026 Annual Meeting and Proxy Statement,” Mastercard Incorporated, April 27, 2026. See https://www.sec.gov/Archives/edgar/data/0001141391/000114139126000021/ma-20260427.htm.
2. “Cumulative Voting,” U.S. Securities and Exchange Commission. See https://www.investor.gov/introduction-investing/investing-basics/glossary/cumulative-voting.
3. “SRI Proxy Voting Guidelines,” Institutional Shareholder Services, December 26, 2025. See https://www.issgovernance.com/file/policy/active/specialty/SRI-US-Voting-Guidelines.pdf.
4. “MA Mastercard Earnings Preview April 30, 2026,” Meyka, April 29, 2026. See https://meyka.com/blog/ma-mastercard-earnings-preview-april-30-2026-2904/.
5. “Together we stand against racism and remain committed to equal opportunities for all,” Mastercard, June 4, 2020. See https://www.mastercard.com/news/press/press-releases/2020/june/together-we-stand-against-racism-and-remain-committed-to-equal-opportunities-for-all/.
6. “Mastercard Impact Fund, Inc. — Form 990-PF (2020),” Mastercard Center for Inclusive Growth. See https://www.mastercardcenter.org/content/dam/public/mc-cig/uploads/mif/MIF-2020_Form_990-PF.pdf.
7. “States split over gun merchant category code,” Payments Dive, October 2, 2023. See https://www.paymentsdive.com/news/state-laws-gun-merchant-category-code-visa-mastercard-amex-discover/695118/.
8. “About Mastercard NetsUnion,” Mastercard NetsUnion Information Technology (Beijing) Co., Ltd. See https://mastercardnucc.com/en/company.
9. “The Cost of Doing Business With China: A $40,000 Dinner With Xi Jinping Might Be Just the Start,” The Wall Street Journal, November 28, 2023. See https://www.wsj.com/world/china/the-cost-of-doing-business-with-china-a-40-000-dinner-with-xi-jinping-might-be-just-the-start-99c6dbda.
10. “Merit Janow,” Columbia Law School. See https://www.law.columbia.edu/faculty/merit-janow.
11. “Notice of 2026 Annual Meeting and Proxy Statement,” Mastercard Incorporated, April 27, 2026. See https://www.sec.gov/Archives/edgar/data/0001141391/000114139126000021/ma-20260427.htm.
12. “Mastercard reportedly selling real-time payments unit it paid $3.2B for in 2019,” Investing.com, March 26, 2026. See https://www.investing.com/news/stock-market-news/mastercard-reportedly-selling-realtime-payments-unit-it-paid-32b-for-in-2019-93CH-4583277

(Post references PX14A6G Notice of exempt solicitation)