Strategy Inc
2 ballot items.
Stockholders will vote on amendments to four preferred-stock certificates of designations to permit daily dividends and on authorizing meeting adjournments if needed to solicit additional votes for Proposal 1.
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On the ballot2
- 1
Approval and Adoption of Amended and Restated Certificates of Designations for STRF, STRC, STRK and STRD Preferred Stock to Permit Daily Dividends
ManagementBoard: FORApprove amended and restated certificates of designations for the Company’s STRF, STRC, STRK and STRD preferred stock so declared regular dividends may be paid on each Business Day, with related changes to record dates, dividend calculations, compounding, transition mechanics and other provisions.
More detail
Proposal 1 asks stockholders to approve amended and restated certificates of designations for four U.S.-listed perpetual preferred-stock instruments: STRF, STRC, STRK and STRD. The amendments would change the payment cadence for declared regular dividends from quarterly for STRF, STRK and STRD, and semi-monthly for STRC, to each Business Day. The associated record-date framework would generally use each calendar day, with payment on the next Business Day, while dividend calculations would be organized around semi-monthly periods and include rounding mechanics. The amendments preserve the existing dividend rates and are not intended to increase or decrease the total regular dividends payable or the Company’s overall dividend obligations. They also make conforming changes to compounding, dividend blockers, non-payment triggers, deferral provisions, conversion treatment for STRK, and the definition of Business Day. Management says the daily cadence could reduce reinvestment lag, improve liquidity and trading efficiency, moderate dividend-related price fluctuations and support STRC’s intended trading economics. The Company further believes that more attractive preferred securities could improve access to preferred-equity capital and thereby support its Bitcoin Treasury strategy, potentially benefiting common stockholders. The amendments include transition dates, with STRC expected to move to daily dividends in November 2026 and STRF, STRK and STRD expected to move in January 2027, subject to approval and filing effectiveness. The Board approved the amendments as advisable and recommends that stockholders vote FOR Proposal 1.
- 2
Approval of Adjournments to Solicit Additional Proxies if Necessary to Approve Proposal 1
ManagementBoard: FORApprove one or more adjournments of the Special Meeting if necessary to solicit additional proxies when there are insufficient votes to approve Proposal 1.
More detail
Proposal 2 asks stockholders to authorize one or more adjournments of the Special Meeting if additional time is needed to obtain votes for Proposal 1. The authority would be used when the Company lacks sufficient votes at the meeting to approve the preferred-stock dividend amendments. An adjournment would allow Strategy to continue soliciting proxies after the meeting has begun. The filing expressly notes that solicitation could include stockholders who previously submitted proxies against Proposal 1. As a result, approval could permit the Company to postpone a vote even when the available proxies indicate that Proposal 1 would otherwise fail. The proposal is separate from the authority under the bylaws to adjourn when a quorum is absent, including authority held by the meeting chair. Proposal 2 requires approval by a majority of votes cast by holders of Common Stock. The Board recommends a vote FOR Proposal 2 because additional solicitation time could help secure the votes needed to approve Proposal 1.
Nominees on the ballot
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital International Investors | 9.1% | 34,902,002 | $3.0B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.0% | 15,353,408 | $1.3B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 14,938,599 | $1.3B |
| 4 | Invesco Ltd. | 2.4% | 9,043,369 | $786M |
| 5 | BlackRock, Inc. | 2.1% | 7,941,576 | $690M |
| 6 | STATE STREET CORP | 2.0% | 7,527,561 | $654M |
| 7 | MORGAN STANLEY | 1.5% | 5,742,686 | $499M |
| 8 | GOLDMAN SACHS GROUP INC | 1.4% | 5,553,636 | $483M |
| 9 | BlackRock, Inc. | 1.2% | 4,778,241 | $415M |
| 10 | Capital World Investors | 1.1% | 4,310,934 | $375M |
Our research on Strategy Inc
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Frequently asked questions
- When is the Strategy Inc 2026 special meeting?
- Strategy Inc (MSTR) holds its 2026 special shareholder meeting on Wednesday, October 28, 2026.
- What is the record date for the Strategy Inc 2026 meeting?
- The record date for the Strategy Inc 2026 meeting is Friday, September 25, 2026. Shareholders of record on or before that date are eligible to vote.
- What proposals will shareholders vote on at the Strategy Inc 2026 meeting?
- Shareholders will vote on 2 proposals at the Strategy Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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