MicroStrategy Files Definitive Proxy Statement

TL;DR

MSTR proxy statement filed, annual meeting Jan 21. Vote your shares!

AI Summary

MicroStrategy Incorporated filed its definitive proxy statement (DEF 14A) on January 3, 2025, for its annual meeting on January 21, 2025. The filing concerns the solicitation of proxies for the meeting, which will include the election of directors and other corporate matters. The company is headquartered at 1850 Towers Crescent Plaza, Tysons Corner, VA 22182.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the annual meeting, including director nominations and proposals, allowing them to make informed voting decisions.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) and does not contain new material financial information or strategic shifts.

Key Numbers

• 20250121 — Annual Meeting Date (Date of the shareholder meeting for which proxies are being solicited.)
• 20250103 — Filing Date (Date the definitive proxy statement was filed with the SEC.)

Key Players & Entities

• MICROSTRATEGY Inc (company) — Registrant
• 1850 Towers Crescent Plaza (location) — Company Address
• TYSONS CORNER (location) — Company City
• VA (location) — Company State
• 22182 (location) — Company Zip Code
• 703-848-8600 (phone_number) — Company Phone

FAQ

Key Financial Figures

• $42 billion — 4, we announced an ambitious three-year $42 billion capital plan, known as the 21/21 Plan,
• $21 billion — plan, known as the 21/21 Plan, to raise $21 billion of equity capital and $21 billion of fi
• $18.1 billion — vorable market conditions to raise over $18.1 billion in net proceeds from sales of class A c
• $0.001 — ares of class A common stock, par value $0.001 per share, from 330,000,000 shares to 1

Filing Documents

• ny20039908x2_def14a.htm (DEF 14A) — 5436KB
• kpmg_opinion-sign.jpg (GRAPHIC) — 15KB
• logo_kpmgnew.jpg (GRAPHIC) — 18KB
• logo_kpmgnewx1.jpg (GRAPHIC) — 14KB
• logo_microstrategy1.jpg (GRAPHIC) — 39KB
• ny20039908x2_bcv2.jpg (GRAPHIC) — 105KB
• ny20039908x2_check.jpg (GRAPHIC) — 7KB
• ny20039908x2_checkx1.jpg (GRAPHIC) — 6KB
• ny20039908x2_mjsaylor.jpg (GRAPHIC) — 40KB
• ny20039908x2_pc01.jpg (GRAPHIC) — 641KB
• ny20039908x2_pc02.jpg (GRAPHIC) — 577KB
• 0001140361-25-000231.txt ( ) — 7450KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 5 PROPOSAL 1 – APPROVAL AND ADOPTION OF AN AMENDMENT TO OUR SECOND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE NUMBER OF AUTHORIZED SHARES OF CLASS A COMMON STOCK 7 Background 7 Reasons for the Proposed Increase 8 Potential Effects of the Proposed Increase 9 Effectiveness of Common Stock Amendment 9 Recommendation of the Board 9 PROPOSAL 2 – APPROVAL AND ADOPTION OF AN AMENDMENT TO OUR SECOND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK 10 Background 10 Reasons for the Proposed Increase 10 Board Right to Designate Rights and Preferences of Preferred Shares 11 Possible Anti-Takeover Effects 11 Potential Effects of the Proposed Increase 12 Effectiveness of Preferred Stock Amendment 12

Forward-Looking Statements

Forward-Looking Statements 12 Recommendation of the Board 12 PROPOSAL 3—APPROVAL AND ADOPTION OF AN AMENDMENT TO THE MICROSTRATEGY INCORPORATED 2023 EQUITY INCENTIVE PLAN 13 Introduction 13 Background 13 Outstanding equity awards under equity-based compensation plans and arrangements 15 Description of the Amended Plan 15 Types of Awards 16 Shares Available, Share Counting and Limitations 15 Initial Grants to Non-Executive Directors 16 i TABLE OF CONTENTS Annual Grants to Non-Executive Directors 16 Incentive Stock Options and Non-statutory Stock Options 16 Restricted Stock and Restricted Stock Units 17 Stock Appreciation Rights 17 Other Stock-Based Awards and Cash-Based Awards 17 Performance Awards 17 Transferability of Awards 18 Eligibility to Receive Awards 18 Administration 18 Acceleration 18 Limitation on Repricing 19 Reorganization Events 19 Amendment of Award 19 Amendment or Termination 19 Clawback 19 Awards Granted and Outstanding under the Current Plan 20 New Plan Benefits 20 Information Regarding Overhang and Dilution 21 Equity Compensation Plan Information 21 Federal Tax Consequences 22 Incentive Stock Options 22 Non-statutory Stock Options 23 Restricted Stock 23 Restricted Stock Units 23 Stock Appreciation Rights 23 Other Stock-Based / Cash-Based Awards 23 Tax Consequences to the Company 24 Certain Interests of Executive Officers and Directors 24 Recommendation of the Board 24 PROPOSAL 4 - ADJOURNMENT OF THE SPECIAL MEETING 25 Background 25 Recommendation of the Board 25 OTHER MATTERS 26 Costs of Solicitation 26 Householding of Proxy Materials 26 Stockholder Proposals for 2025 Annual Meeting of Stockholders 26 Independent Registered Public Accounting Firm 27 Incorporation by Reference 27 APPENDIX A A-1 APPENDIX B B-1 ii TABLE OF CONTENTS APPENDIX C C-1

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth the beneficial ownership of our Common Stock as of December 13, 2024, unless otherwise indicated, by: each person who is known by us to beneficially own more than 5% of any class of our Common Stock as of such date; each director or nominee for director; each of our named executive officers for the fiscal year ended December 31, 2024 as defined in Item 402(a)(3) of Regulation S-K; and all directors and current executive officers as a group. Except as otherwise indicated below, we believe, based on the information furnished to us, that the persons and entities named in the table have sole voting and investment power with respect to all shares that they beneficially own, subject to any applicable community property law

View Full Filing

View this DEF 14A filing on SEC EDGAR