MICROSTRATEGY Inc
For the period ended Jun 12, 2025. Filed Apr 28, 2025.
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Jun 12, 2025 · Filed Apr 28, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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MicroStrategy Incorporated
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Dear Fellow Stockholder:
On behalf of the Board of Directors and our entire company, I invite you to attend Strategy’s Annual Meeting of Stockholders on Thursday, June 12, 2025, at 10:00 a.m., Eastern Daylight Time. This meeting will be held exclusively via live webcast at www.virtualshareholdermeeting.com/MSTR2025. This means there will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person.
2024 marked a historic year in our transformation from MicroStrategy to Strategy, reflecting our evolution into the world’s first and largest Bitcoin Treasury Company. Our strategic vision and actions have placed our company at the forefront of a financial revolution, driving shareholder value through bold capital markets innovation and deep conviction in bitcoin as digital capital. Since adopting our bitcoin strategy in August 2020, our stock price has increased by 2,232%, far exceeding the performance of bitcoin itself and major indices like the S&P 500 and Nasdaq.
At the core of our strategy lies the belief that bitcoin represents the most powerful technological advancement in modern finance and economics. Its immutable scarcity and ability to transfer value securely across space and time make it a superior store of value in an increasingly inflationary world. As adoption of bitcoin continues to grow, we expect nation states, institutions, corporations, and individuals alike to embrace bitcoin as a long-term treasury reserve asset and a fundamental component of the global economic infrastructure.
In 2024 and 2025, we further solidified our identity as a Bitcoin Treasury Company by launching innovative securities like Strike (STRK) and Strife (STRF), which have enabled us to access a new class of investors seeking bitcoin exposure with reduced volatility and fixed income dividends. Our capital markets strategy relies on creativity, AI-driven innovation, discipline, real-time transparency, and a relationship with and respect for all Strategy asset holders as well as the Bitcoin community.
Our software business remains the operational backbone of Strategy, with strong growth in cloud subscription services and AI-powered analytics. This dual mission of generating cash flows and fueling our broader technology vision is supported by our talented team and strategic investments in AI.
We are well positioned for another breakout year in 2025, committed to our bitcoin strategy and pioneering a new corporate finance strategy leveraging digital capital, and we would not be where we are today without the conviction and bold leadership of our board of directors, and the efficient and effective execution of our strategy by our senior management team. We believe we have built a strong foundation for continued success, and we thank our shareholders for their continued support throughout this journey.
The accompanying Notice of Annual Meeting and Proxy Statement contain information about the proposals that will be presented at the Annual Meeting and on which you are asked to vote. Whether or not you plan to attend the meeting online, it is important that your shares be represented and voted at the meeting. I encourage you to read the materials carefully and vote promptly. We thank you for your ongoing confidence in Strategy, and we look forward to your participation at the Annual Meeting.
Very truly yours,
Michael J. Saylor
Chairman of the Board & Executive Chairman
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| Date: | Thursday, June 12, 2025 |
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| Time: | 10:00 a.m., Eastern Daylight Time (“EDT”) |
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| Place: | Exclusively via live webcast at www.virtualshareholdermeeting.com/MSTR2025 |
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| Record Date: | April 22, 2025. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to attend and vote at, the Annual Meeting. |
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A list of registered stockholders as of the close of business on the record date will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of at least 10 days prior to the Annual Meeting. The stockholder list will also be available to stockholders of record for examination during the Annual Meeting atwww.virtualshareholdermeeting.com/MSTR2025. To inspect the stockholder list before the Annual Meeting, stockholders can email our Investor Relations department at ir@strategy.com. You will need the 16-digit control number included on your Notice of Annual Meeting of Stockholders, proxy card, or the instructions that accompanied your proxy materials.
| Proxy Voting: | Your vote is important. Please vote your shares as soon as possible over the telephone, on the Internet, or by mail by completing, signing, dating, and returning your proxy card or voting instruction form. Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option. We are requesting your vote as to the matters of business set forth below. |
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Matters of Business:
| 1. | elect eight (8) directors for the next year; |
| 2. | ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 3. | transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
By Order of the Board of Directors,
W. Ming Shao
Executive Vice President, General Counsel and Secretary
Tysons Corner, Virginia
April 28, 2025
TABLE OF CONTENTS
| INFORMATION REGARDING THE ANNUAL MEETING OF STOCKHOLDERS | 1 |
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| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 12, 2025 | 1 |
| Stockholders Entitled to Vote | 1 |
| Votes Required | 1 |
| Attending the Annual Meeting | 2 |
| How to Submit Questions | 2 |
| How to Vote | 3 |
| List of Registered Stockholders | 4 |
| The Effect of Not Casting Your Vote, Broker Non-votes and Abstentions | 4 |
| Changing Your Vote and Revoking Your Proxy | 4 |
| Costs of Solicitation | 4 |
| Householding of Proxy Materials | 4 |
| Stockholder Proposals | 5 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 6 |
| EXECUTIVE OFFICERS OF THE COMPANY | 9 |
| PROPOSAL 1—ELECTION OF DIRECTORS | 10 |
| Nominees | 10 |
| CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS AND ITS COMMITTEES | 15 |
| Related Person Transactions Policy and Related Person Transactions | 15 |
| Board of Directors | 18 |
| Cessation of Controlled Company Status | 19 |
| Audit Committee | 19 |
| Compensation Committee | 19 |
| Investments Committee | 20 |
| Nominating Committee | 20 |
| Board Leadership Structure | 20 |
| Oversight of Risk | 20 |
| Director Candidates | 21 |
| Directors’ Attendance at Annual Meeting of Stockholders | 21 |
| Communicating with the Board of Directors | 21 |
| Delinquent Section 16(a) Reports | 22 |
| Code of Ethics | 22 |
| Clawback Policy | 22 |
| Insider Trading Policy | 22 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 23 |
| Compensation Discussion and Analysis | 23 |
| Overview | 23 |
| General Philosophy and Compensation Objectives: Performance, Alignment, and Retention | 23 |
| Implementing Our Objectives | 24 |
| Role of the Compensation Committee and President & CEO | 24 |
| Role of the Compensation Consultant | 24 |
| Determining Compensation | 25 |
| Employment and Severance Agreements | 25 |
| Equity Ownership Guidelines | 26 |
| Prohibition on Hedging Transactions | 26 |
| Elements Used to Achieve 2024 Compensation Objectives | 26 |
| Base Salary | 26 |
| Cash Bonuses | 28 |
| Equity Awards | 29 |
| Policies and Practices Related to the Grant of Equity Awards | 32 |
| Perquisites and Other Personal Benefits | 32 |
| Change-in-control Agreement | 34 |
| Compensation Committee Report | 34 |
| Executive Officer Compensation | 35 |
| Summary Compensation Table | 35 |
| STRATEGY | 2025 Proxy Statement | i |
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| Grants of Plan-based Awards for 2024 | 36 |
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| Outstanding Equity Awards at 2024 Fiscal Year-end | 38 |
| Option Exercises and Stock Vested in 2024 | 39 |
| Potential Payments Upon Termination or Change in Control | 39 |
| Director Compensation | 41 |
| Equity Compensation Plan Information | 43 |
| Pay Versus Performance | 44 |
| CEO Pay Ratio | 48 |
| AUDIT COMMITTEE REPORT | 49 |
| PROPOSAL 2—RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025 | 50 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES | 51 |
| Fees and Services | 51 |
| Audit Committee Pre-approval Policies and Procedures | 51 |
| OTHER MATTERS | 52 |
| ii | STRATEGY | 2025 Proxy Statement |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.