SEC EDGAR · 8-K
8-K – 2026-06-10 – d152189d8k.htm
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8-K false 0001050446 0001050446 2026-06-08 2026-06-08 0001050446 mstr:M10.00SeriesAPerpetualStrifePreferredStock0.001ParValuePerShareMember 2026-06-08 2026-06-08 0001050446 mstr:VariableRateSeriesAPerpetualStretchPreferredStock0.001ParValuePerShareMember 2026-06-08 2026-06-08 0001050446 mstr:M8.00SeriesAPerpetualStrikePreferredStock0.001ParValuePerShareMember 2026-06-08 2026-06-08 0001050446 mstr:M10.00SeriesAPerpetualStridePreferredStock0.001ParValuePerShareMember 2026-06-08 2026-06-08 0001050446 mstr:Class160ACommonStock0.001ParValuePerShareMember 2026-06-08 2026-06-08 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 8, 2026 STRATEGY INC (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 10.00% Series A Perpetual Strife Preferred Stock, $0.001 par value per share STRF The Nasdaq Global Select Market Variable Rate Series A Perpetual Stretch Preferred Stock, $0.001 par value per share STRC 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 Stride Preferred Stock, $0.001 par value per share STRD The Nasdaq Global Select Market Class A common stock, $0.001 par value per share MSTR 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 8, 2026, Strategy Inc (the “Company”) held its 2026 Annual Meeting of Stockholders. The following proposals were adopted by the votes specified below. 1. To elect the following eight (8) directors for the next year: Class For Withheld Broker Non-votes Michael J. Saylor Common 321,909,589 16,834,278 73,095,003 Phong Q. Le Common 325,774,679 12,969,188 73,095,003 Brian P. Brooks Common 325,804,775 12,939,092 73,095,003 Jane A. Dietze Common 326,098,913 12,644,954 73,095,003 Stephen X. Graham Common 323,544,158 15,199,709 73,095,003 Jarrod M. Patten Common 324,237,991 14,505,876 73,095,003 Carl J. Rickertsen Common 306,098,976 32,644,891 73,095,003 Gregg J. Winiarski Common 325,727,519 13,016,348 73,095,003 Class 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, 2026, as disclosed in the proxy statement. Common 409,630,016 1,314,739 894,115 – Class For Against Abstain Broker Non-votes 3. To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement. Common 327,711,367 10,458,238 574,262 73,095,003 Class For Against Abstain Broker Non-votes 4. To ratify, pursuant to Section 204 of the General Corporation Law of the State of Delaware, the filing and effectiveness of the Certificate of Amendment to the Certificate of Designations of the Company’s 8.00% Series A Perpetual Strike Preferred Stock filed with the Secretary of State of the State of Delaware on July 7, 2025, and the amendment to the liquidation preference of such stock effectuated thereby, as disclosed in the proxy statement. Common 302,968,907 35,304,265 470,695 73,095,003 Class For Against Abstain Broker Non-votes 5. To approve and adopt an amendment and restatement of the Certificate of Designations of the Company’s Variable Rate Series A Perpetual Stretch Preferred Stock to provide for two scheduled dividend payment dates per month, instead of one, as disclosed in the proxy statement. Common STRC 338,212,040 44,969,003 373,535 1,185,259 158,292 466,700 73,095,003 – 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 10, 2026 Strategy Inc (Registrant) By: /s/ Thomas C. Chow Name: Thomas C. Chow Title: Executive Vice President & General Counsel