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Strategy 8-K Report, Shareholder Vote Results (Jun 10, 2026)

Reports
Shareholder Matters
Filing Date
Filed June 10, 2026
Period End
June 8, 2026
In the record · 2016–202610-K1110-Q338-K265

MSTR filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 265 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Mar ’17Mar ’17
  2. Leadership change8-K · Jul ’19Jul ’19
  3. Material agreement8-K · Jun ’21Jun ’21
  4. Material agreement8-K · Jul ’25Jul ’25

01—Abstract

Summary

Summary of the 8-K filed June 10, 2026. Cited figures are marked; the original filing is the authoritative source.

At its 2026 Annual Meeting of Stockholders, held June 8, 2026, Strategy Inc (the "Company") shareholders 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. Each nominee received more For votes than Withheld votes, with Saylor receiving 321,909,589 For and 16,834,278 Withheld, and Rickertsen receiving the lowest For count at 306,098,976 and the highest Withheld count at 32,644,891.

Shareholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 409,630,016 votes For, 1,314,739 Against and 894,115 Abstaining. On an advisory basis, shareholders approved the compensation of the named executive officers, with 327,711,367 For, 10,458,238 Against and 574,262 Abstaining. Shareholders additionally voted on two preferred stock matters.

They ratified, under Section 204 of the Delaware General Corporation Law, the filing and effectiveness of a Certificate of Amendment to the Certificate of Designations of the 8.00%a Series A Perpetual Strike Preferred Stock filed July 7, 2025, along with the resulting amendment to that stock's liquidation preference, with 302,968,907 For, 35,304,265 Against and 470,695 Abstaining. They also voted on an amendment and restatement of the Certificate of Designations of the Variable Rate Series A Perpetual Stretch Preferred Stock (STRC) to provide for two scheduled dividend payment dates per month instead of one; the filing reports 338,212,040 For, 44,969,003 Against and 373,535 Abstaining for the STRC-related votes, with 158,292 and 466,700 abstentions reported in the same row and 73,095,003 broker non-votes.

02—Key points

Key Highlights

  1. Annual Meeting held June 8, 2026; all eight director nominees were elected.
  2. Michael J. Saylor received 321,909,589 For and 16,834,278 Withheld votes; Carl J. Rickertsen had the highest Withheld count at 32,644,891.
  3. KPMG LLP ratified as independent registered public accounting firm for fiscal year ending December 31, 2026, with 409,630,016 For votes.
  4. Advisory say-on-pay proposal approved with 327,711,367 For and 10,458,238 Against votes.
  5. Section 204 ratification of the 8.00% Series A Perpetual Strike Preferred Stock Certificate of Amendment (filed July 7, 2025) and its liquidation preference amendment received 302,968,907 For and 35,304,265 Against votes.
  6. Shareholders voted to amend the Variable Rate Series A Perpetual Stretch Preferred Stock (STRC) Certificate of Designations to provide two scheduled dividend payment dates per month instead of one, with 338,212,040 For and 44,969,003 Against votes.
  7. Broker non-votes of 73,095,003 were reported on the director election and advisory compensation proposals.

03—Questions

Frequently Asked Questions

  1. Who was elected to the Strategy Inc board of directors at the 2026 Annual Meeting?

    Eight directors were elected for the next year: 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.

  2. Did shareholders approve the company's auditor?

    Yes. Shareholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 409,630,016 votes For, 1,314,739 Against and 894,115 Abstaining.

  3. What changed for the STRC preferred stock?

    Shareholders voted to approve and adopt an amendment and restatement of the Certificate of Designations of the Variable Rate Series A Perpetual Stretch Preferred Stock to provide for two scheduled dividend payment dates per month instead of one.

  4. What was shareholder approval for the 8.00% Series A Perpetual Strike Preferred Stock about?

    Shareholders voted to ratify under Section 204 of the Delaware General Corporation Law the filing and effectiveness of a Certificate of Amendment to the stock's Certificate of Designations, filed July 7, 2025, and the resulting amendment to its liquidation preference. The vote was 302,968,907 For and 35,304,265 Against.

  5. Did shareholders support executive compensation?

    Yes. On an advisory, non-binding basis, shareholders approved the compensation of the named executive officers, with 327,711,367 For, 10,458,238 Against and 574,262 Abstaining.

04—Continue

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