Strategy (MSTR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 8, 2026, via webcast, with voting on key governance and capital structure proposals.

• Strategic momentum highlighted in both bitcoin treasury and enterprise software businesses, with significant capital raised and bitcoin holdings expanded to 713,502 as of mid-April 2026.

• AI product innovation and cloud transition drove a 64.5% increase in subscription services revenue and a 3.0% rise in total revenue in 2025.

Voting matters and shareholder proposals

• Election of eight directors for a one-year term.

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

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

• Ratification of amendment to the Series A Perpetual Strike Preferred Stock (STRK) liquidation preference.

• Approval of amendment to Series A Perpetual Stretch Preferred Stock (STRC) to provide for two scheduled dividend payments per month.

Board of directors and corporate governance

• Board consists of a majority of independent directors, with regular executive sessions.

• Committees include Audit, Compensation, Investments, Nominating, and Pricing and Finance, each with defined oversight roles.

• Board diversity policy requires consideration of candidates from underrepresented groups.

• No lead independent director; separation of CEO and Chairman roles.