Strategy Inc

This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s disclosed 2025 executive compensation for named executive officers. Management frames the program as designed to align pay with performance, support execution of the Company’s bitcoin and software strategies, and retain and motivate leadership; the Compensation Committee relied on external benchmarking (two peer groups reflecting enterprise software and larger digital-asset/high-market-cap companies), subjective assessments of individual and corporate performance tied to strategic goals, and a targeted allocation of equity award value (options/PSUs/RSUs) when crafting awards. The program includes base salary, discretionary cash bonuses, equity (options, RSUs, PSUs with relative TSR performance goals), and perquisites, with specific recruitment and retention arrangements for certain new hires; Management emphasizes significant equity-based incentives and discretionary bonuses tied to execution of the bitcoin strategy and software product metrics. The Board recommends a FOR vote, arguing that the program supports long-term value creation and alignment with stockholders; it also states it will consider the advisory vote’s outcome when making future compensation decisions. Key governance context: the vote is advisory only and occurs every three years; Strategy’s compensation decisions occur amid a dual business model (bitcoin treasury and enterprise software) and substantial recent capital markets activity (issuance of multiple preferred instruments). The Compensation Committee exercised discretion in setting achievement percentages and in determining payouts, reflecting the difficulty of mechanically mapping pay to bitcoin-driven results; PSUs are measured against Nasdaq Composite TSR over a three-year period with payout interpolation between 25th and 75th percentiles. Potential investor concerns include sizeable perquisites for certain executives, the use of discretion in bonus determinations, and the interplay between compensation and the company’s aggressive capital-raising and bitcoin-accumulation strategy. The advisory vote provides investors a way to signal approval or disapproval; a vote against would be non-binding but likely to prompt further engagement from the Compensation Committee given its stated sensitivity to stockholder feedback.

This proposal asks common stockholders to ratify, under Delaware General Corporation Law Section 204, the Company’s July 7, 2025 filing that amended the liquidation preference of STRK preferred shares so that the liquidation preference will generally approximate the greater of trading price or a $100 floor. Management seeks retroactive validation because the STRK Amendment was filed and became effective without the vote or authorization that may have been required under Section 242, leading to a putative class action that was later agreed to be dismissed as moot conditioned on the Company seeking stockholder ratification under Section 204. Ratification would, absent a Section 205 court proceeding, validate the amendment retroactive to the filing date and remove legal uncertainty about the instrument’s terms. The Board argues ratification preserves the intended economic design of STRK as part of Strategy’s “Digital Credit” palette—aligning liquidation preference mechanics with market trading and enabling consistent capital-raising under intended economics—while reducing administrative and transactional risk for future issuances. Company counsel also frames ratification as mitigating tax risk associated with “fast-pay stock” characterization under Treasury Regulations—if the amendment were invalidated, the disparity between market trading price and a fixed $100 liquidation preference could increase IRS scrutiny for certain share issuances. From a governance perspective this is a validation of a capital-markets innovation that materially affects holders’ economic interests; stockholders are being asked to cure a potential procedural defect rather than to change substantive economic terms now. A vote FOR reduces litigation and operational risk and supports the company’s capacity to issue STRK on the designed terms; a vote AGAINST would preserve the fixed $100 liquidation preference and could limit the company’s flexibility to issue future STRK on market-linked terms, and could heighten tax and legal exposure for both the company and holders. Analysts should evaluate the ratification in light of the company’s reliance on preferred instruments to fund bitcoin accumulation and the potential implications for preferred-holder protections, conversion mechanics, and secondary-market trading dynamics. The proposal raises trade-offs between procedural regularity and management’s capital-markets agility; institutional investors may evaluate the vote through lenses of contractual certainty, tax clarity, and market structure for these novel perpetual preferred instruments.

Management asks holders of Common Stock and STRC Stock to approve a change in the STRC dividend cadence from monthly to semi-monthly while keeping the same annualized dividend rate and total monthly payout. The stated rationale is to (i) shorten reinvestment lag for holders who wish to redeploy distributions, (ii) enhance secondary market liquidity and trading efficiency for STRC, and (iii) support the Company’s objective to maintain STRC trading at or near its $100 stated amount as part of its broader Digital Credit structure. The amendment is procedural in nature — increasing payment frequency without increasing aggregate cash obligations — and management asserts there is no material adverse effect on other securities’ rights. Implementation requires approval by both Common Stock holders and a separate, affirmative vote of a majority of outstanding STRC shares; the Company will only file the Amended and Restated Certificate if both votes pass. The change is likely attractive to income-focused preferred holders and market makers because it reduces timing mismatch between dividend receipt and potential reinvestment, which could modestly improve turnover and price stability in the STRC tape. However, investors should weigh whether more frequent payments meaningfully impact liquidity versus the complexity of coordinating dual approvals and potential operational handling for record and payment dates. From a governance perspective, the proposal reflects management’s effort to fine-tune market mechanics of its novel preferred instruments rather than to alter economics, but the vote also serves as a signal of stockholder comfort with the continued evolution of Strategy’s Digital Credit framework. If approved, the Company intends a phased transition consistent with announced record and payment dates; if rejected, the Company will continue with the existing monthly cadence and will not file the amendment.

This catch-all item authorizes the meeting to consider and act on any other matters properly presented at the Annual Meeting that are not specifically described in the proxy statement. Historically, 'other business' items are procedural and rarely involve substantive, unexpected corporate actions; they typically include ministerial matters, technical clarifications, or ad hoc proposals that arise after proxy distribution. Management requests authority to vote proxies on such matters in accordance with stockholders’ instructions or, if no instructions are given, in accordance with the Board’s judgment. Investors should note that because this category is undefined at the time of the proxy, any substantive action under this rubric would be subject to normal duties of disclosure and, depending on the matter, might require additional approvals. The Board’s blanket recommendation to vote FOR each proposal in the proxy materials has been stated; however, for unforeseen significant items that might arise under 'other business', institutional investors would expect prompt disclosure and engagement. From a governance risk perspective, the item is neutral but underscores the importance of post-proxy engagement and monitoring for material proposals not described in advance. Stockholders who wish to limit management discretion typically provide specific proxy instructions or attend the virtual meeting to vote on any unanticipated matters.