SEC Form 8-K filed by MicroStrategy Incorporated

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 12, 2025

 

 

MICROSTRATEGY INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-42509		51-0323571
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1850 Towers Crescent Plaza Tysons Corner, Virginia		22182
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 848-8600

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbol		Name of Each Exchange on which Registered
Class A common stock, par value $0.001 per share		MSTR		The Nasdaq Global Select Market
8.00% Series A Perpetual Strike Preferred Stock, $0.001 par value per share		STRK		The Nasdaq Global Select Market
10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value per share		STRF		The Nasdaq Global Select Market
10.00% Series A Perpetual Stride Preferred Stock, $0.001 par value per share		STRD		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 12, 2025, MicroStrategy Incorporated d/b/a Strategy (the “Company”) held its 2025 Annual Meeting of Stockholders. The following proposals were adopted by the votes specified below.

 

		For				Withheld				Abstain				Broker Non-Votes
1. To elect the following eight (8) directors for the next year:
Michael J. Saylor			274,662,582				12,423,084				—				68,510,141
Phong Q. Le			276,080,425				11,005,241				—				68,510,141
Brian P. Brooks			286,459,744				625,922				—				68,510,141
Jane A. Dietze			286,630,373				455,293				—				68,510,141
Stephen X. Graham			275,760,315				11,325,351				—				68,510,141
Jarrod M. Patten			274,486,421				12,599,245				—				68,510,141
Carl J. Rickertsen			259,171,854				27,913,812				—				68,510,141
Gregg J. Winiarski			286,461,208				624,458				—				68,510,141

 

		For				Against				Abstain				Broker Non-Votes
2. To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.			353,866,396				1,282,970				446,441				—

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 16, 2025				MicroStrategy Incorporated (Registrant)
				By:		/s/ W. Ming Shao
				Name:		W. Ming Shao
				Title:		Executive Vice President & General Counsel