Strategy (MSTR) Proxy Filing summary

Executive summary

• Special Meeting called to approve major amendments to capital structure and director compensation.

• Proposals include increasing authorized Class A common and preferred stock, and amending the equity plan for new directors.

• The 21/21 Plan aims to raise $42 billion over three years, with $21 billion each in equity and fixed-income instruments.

• Over $18.1 billion raised since October 2024, used to purchase approximately 195,250 bitcoins.

• Three new directors with expertise in digital assets and capital markets joined the board.

Voting matters and shareholder proposals

• Proposal 1: Increase authorized Class A common stock from 330 million to 10.33 billion shares.

• Proposal 2: Increase authorized preferred stock from 5 million to 1.005 billion shares.

• Proposal 3: Amend 2023 Equity Incentive Plan for automatic equity grants to new directors.

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• Three new directors appointed: Brian Brooks, Jane Dietze, and Gregg Winiarski.

• New directors bring expertise in digital assets, capital markets, and regulatory matters.

• Board recommends voting in favor of all proposals.