Current Report Filing (8-k)
June 06 2017 - 04:18PM
Edgar (US Regulatory)
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): May 31, 2017
MICROSTRATEGY INCORPORATED
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
0-24435
|
|
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)
|
Registrants 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))
|
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 May 31, 2017, MicroStrategy Incorporated
(the Company) held its 2017 Annual Meeting of Stockholders (the Meeting). The following proposals were adopted by the votes specified below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
|
Withheld
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
1. To elect five (5) directors for the next year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Saylor
|
|
|
|
|
|
|
25,804,107
|
|
|
|
2,509,841
|
|
|
|
|
|
|
|
619,434
|
|
Robert H. Epstein
|
|
|
|
|
|
|
28,208,669
|
|
|
|
105,279
|
|
|
|
|
|
|
|
619,434
|
|
Stephen X. Graham
|
|
|
|
|
|
|
28,248,930
|
|
|
|
65,018
|
|
|
|
|
|
|
|
619,434
|
|
Jarrod M. Patten
|
|
|
|
|
|
|
28,208,621
|
|
|
|
105,327
|
|
|
|
|
|
|
|
619,434
|
|
Carl J. Rickertsen
|
|
|
|
|
|
|
28,015,940
|
|
|
|
298,008
|
|
|
|
|
|
|
|
619,434
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
2. To approve, on an advisory,
non-binding
basis, the
compensation of the Companys named executive officers as disclosed in the Companys proxy statement for the Meeting.
|
|
|
|
|
|
|
28,223,726
|
|
|
|
88,626
|
|
|
|
1,596
|
|
|
|
619,434
|
|
|
|
3 Years
|
|
|
2 Years
|
|
|
1 Year
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
3. To recommend, on an advisory,
non-binding
basis,
holding future executive compensation advisory votes every three years, every two years or every year.
|
|
|
22,175,470
|
|
|
|
5,531
|
|
|
|
6,130,925
|
|
|
|
2,022
|
|
|
|
619,434
|
|
|
|
|
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
4. To ratify the selection of KPMG LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017.
|
|
|
|
|
|
|
28,696,593
|
|
|
|
235,796
|
|
|
|
993
|
|
|
|
|
|
The Companys stockholders recommended, on an advisory,
non-binding
basis,
holding future advisory votes regarding the compensation of the Companys named executive officers (the
Say-on-Pay
Votes) every three years. After
considering the stockholders recommendation, the Companys Board of Directors determined that the Company will hold a
Say-on-Pay
Vote every three years, with
the next
Say-on-Pay
Vote to be held at the Companys 2020 Annual Meeting of Stockholders. The next advisory stockholder vote on the frequency of future
Say-on-Pay
Votes will be held at the Companys 2023 Annual Meeting of Stockholders.
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 6, 2017
|
|
|
|
MicroStrategy Incorporated
|
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Phong Le
|
|
|
|
|
Name:
|
|
Phong Le
|
|
|
|
|
Title:
|
|
Senior Executive Vice President & Chief Financial Officer
|
MicroStrategy (NASDAQ:MSTR)
Historical Stock Chart
From Feb 2024 to Mar 2024
MicroStrategy (NASDAQ:MSTR)
Historical Stock Chart
From Mar 2023 to Mar 2024