Strategy (MSTR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 8, 2026, to be held virtually for all shareholders.

• Notices sent to holders of both common stock and Variable Rate Series A Perpetual Stretch Preferred Stock, each with tailored voting rights.

• Voting materials and annual report available online, with options for paper or email copies upon request.

Voting matters and shareholder proposals

• Election of eight directors for the upcoming year, with all nominees listed.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation (say-on-pay) for named executive officers.

• Ratification of amendment to the Certificate of Designations for 8.00% Series A Perpetual Strike Preferred Stock, including changes to liquidation preference.

• Approval of amendment to Variable Rate Series A Perpetual Stretch Preferred Stock to allow two scheduled dividend payment dates per month.

• Holders of Variable Rate Series A Perpetual Stretch Preferred Stock may only vote on the dividend payment schedule amendment.

Board of directors and corporate governance

• Eight director nominees presented for election, including Michael J. Saylor, Phong Q. Le, and others.