01—Abstract
Summary
Summary of the 8-K filed June 16, 2025. Cited figures are marked; the original filing is the authoritative source.
MicroStrategy Incorporated, which does business as Strategy and is identified in the filing's cover page as trading under the symbol MSTR, filed this Form 8-K on June 16, 2025 to report the results of its 2025 Annual Meeting of Stockholders, held June 12, 2025.
The filing covers only the voting results on the matters submitted to shareholders; it does not report financial results, operating metrics, or other corporate developments. Stockholders elected all eight director nominees: Michael J. Saylor, Phong Q.
Le, Brian P. Brooks, Jane A. Dietze, Stephen X.
Graham, Jarrod M. Patten, Carl J. Rickertsen, and Gregg J.
Winiarski. Carl J. Rickertsen received the fewest "for" votes at 259,171,854, with 27,913,812 withheld, while the other nominees received between roughly 274.5 million and 286.6 million votes for.
Each nominee also faced broker non-votes of 68,510,141. Stockholders also ratified the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025, with 353,866,396 votes for, 1,282,970 against, and 446,441 abstaining.
The filing is signed by W. Ming Shao, Executive Vice President and General Counsel.
02—Key points
Key Highlights
- Annual Meeting of Stockholders held June 12, 2025, with the company identified as MicroStrategy Incorporated d/b/a Strategy.
- All eight director nominees were elected, including Michael J. Saylor, Phong Q. Le, Brian P. Brooks, Jane A. Dietze, Stephen X. Graham, Jarrod M. Patten, Carl J. Rickertsen, and Gregg J. Winiarski.
- Carl J. Rickertsen had the lowest support among the nominees, with 259,171,854 votes for and 27,913,812 withheld.
- Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 353,866,396 votes for and 1,282,970 against.
- Broker non-votes were 68,510,141 for each director nominee.
- The filing lists Class A common stock (MSTR) and the 8.00% Series A Perpetual Strike Preferred Stock (STRK), 10.00% Series A Perpetual Strife Preferred Stock (STRF), and 10.00% Series A Perpetual Stride Preferred Stock (STRD) as registered on The Nasdaq Global Select Market.
03—Questions
Frequently Asked Questions
What matters were voted on at the 2025 Annual Meeting?
Stockholders voted on the election of eight directors and on the ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
Were all director nominees elected?
Yes. The filing reports that all eight nominees were elected for the next year, with each receiving more votes for than withheld.
Who is the company's independent auditor for 2025?
Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
Does this filing report financial results?
No. This Form 8-K reports only the voting results of the annual meeting under Item 5.07 and does not include financial results or other operating information.
04—Continue