Strategy Inc (MSTR) backs directors, KPMG and pay at 2026 meeting

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8-K Event Classification

Key Figures

Key Terms

What did Strategy Inc (MSTR) shareholders decide at the 2026 annual meeting?

How did Strategy Inc (MSTR) shareholders vote on director elections in 2026?

Was KPMG LLP ratified as Strategy Inc’s independent auditor for 2026?

How did Strategy Inc (MSTR) shareholders vote on executive compensation in 2026?

What change was ratified for the 8.00% Series A Perpetual Strike Preferred Stock?

What dividend change was approved for the Variable Rate Series A Perpetual Stretch Preferred Stock?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Strategy Inc reported the results of its 2026 Annual Meeting of Stockholders. Shareholders elected eight directors, with individual nominees receiving about 306 million to 326 million votes “for” and sizable broker non-votes on the common stock.

Stockholders ratified KPMG LLP as independent auditor for the fiscal year ending December 31, 2026, with 409,630,016 votes for and 1,314,739 against. On an advisory, non-binding basis, they approved executive compensation with 327,711,367 votes for and 10,458,238 against. Stockholders also ratified a prior amendment to the Certificate of Designations for the 8.00% Series A Perpetual Strike Preferred Stock relating to its liquidation preference and approved an amended and restated Certificate of Designations for the Variable Rate Series A Perpetual Stretch Preferred Stock to provide for two scheduled dividend payment dates per month.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Votes for Michael J. Saylor: 321,909,589 votes for; 16,834,278 withheld Votes for Phong Q. Le: 325,774,679 votes for; 12,969,188 withheld Auditor ratification support: 409,630,016 for; 1,314,739 against; 894,115 abstain +2 more

5 metrics

Votes for Michael J. Saylor 321,909,589 votes for; 16,834,278 withheld Election of director at 2026 Annual Meeting

Votes for Phong Q. Le 325,774,679 votes for; 12,969,188 withheld Election of director at 2026 Annual Meeting

Auditor ratification support 409,630,016 for; 1,314,739 against; 894,115 abstain Ratification of KPMG LLP for fiscal year ending December 31, 2026

Say-on-pay vote 327,711,367 for; 10,458,238 against; 574,262 abstain Advisory approval of named executive officer compensation

Proposal 4 vote 302,968,907 for; 35,304,265 against; 470,695 abstain Ratification of amendment to 8.00% Series A Strike Preferred liquidation preference

broker non-votes, advisory, non-binding basis, Certificate of Designations, liquidation preference, +1 more

5 terms

broker non-votes financial

"For each proposal, vote tallies include a column labeled Broker Non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory, non-binding basis financial

"To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers"

Certificate of Designations regulatory

"an amendment and restatement of the Certificate of Designations of the Company’s Variable Rate Series A Perpetual Stretch Preferred Stock"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

liquidation preference financial

"the amendment to the liquidation preference of such stock effectuated thereby"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

emerging growth company regulatory

"Emerging growth company On June 8, 2026, Strategy Inc"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/10/2026 - 08:00 AM

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

LOGO

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.

Source: View Original Filing on SEC EDGAR

Shareholders elected eight directors, ratified KPMG LLP as auditor, approved executive compensation on an advisory basis, and passed amendments affecting certain Series A preferred stock terms, including liquidation preference and dividend payment scheduling.

All eight director nominees were elected. For example, Michael J. Saylor received 321,909,589 votes for and 16,834,278 withheld, while most other nominees received over 323 million votes for on the Company’s common stock.

Yes. Stockholders ratified KPMG LLP as Strategy Inc’s 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 abstentions, and no broker non-votes reported.

On an advisory, non-binding basis, shareholders approved the compensation of Strategy Inc’s named executive officers, casting 327,711,367 votes for, 10,458,238 against, and 574,262 abstentions, with 73,095,003 broker non-votes recorded on the proposal.

Shareholders ratified the filing and effectiveness of a prior Certificate of Amendment that changed the liquidation preference for the 8.00% Series A Perpetual Strike Preferred Stock, with 302,968,907 votes for, 35,304,265 against, and 470,695 abstentions, plus 73,095,003 broker non-votes.

Stockholders approved an amended and restated Certificate of Designations for the Variable Rate Series A Perpetual Stretch Preferred Stock to provide for two scheduled dividend payment dates per month instead of one, as described in the Company’s proxy statement.

Date: June 10, 2026

Strategy Inc

(Registrant)

/s/ Thomas C. Chow

Thomas C. Chow

Executive Vice President & General Counsel

4 documents