2 ballot items.
Stockholders will vote on amendments to four preferred-stock certificates of designations to permit daily dividends and on an adjournment proposal to solicit additional proxies if needed to approve the amendments.
Approve and adopt amended and restated certificates of designations for the Company’s STRF, STRC, STRK and STRD preferred stock to change regular dividend payments from quarterly or semi-monthly schedules to payment on each Business Day, with corresponding daily record dates and related conforming changes.
Proposal 1 asks common stockholders to approve amended and restated certificates of designations for four U.S.-listed perpetual preferred securities: STRF, STRC, STRK and STRD. The amendments would replace quarterly payments for STRF, STRK and STRD and semi-monthly payments for STRC with regular dividends payable on each Business Day, if declared. Each calendar day would become a dividend record date, with payment generally occurring on the next Business Day. The amendments would preserve the existing dividend rates and are expressly described as not increasing or decreasing the total regular dividends payable or the Company’s overall dividend obligations. They would also introduce rounding and compounding mechanics tailored to semi-monthly accrual periods and conform related provisions governing record dates, payment timing, dividend blockers, deferrals and certain non-payment rights. For STRC, the proposed schedule is expected to begin with a November 1, 2026 record date and a November 2, 2026 first daily payment, while the other three instruments are expected to transition beginning January 1, 2027 record dates and January 4, 2027 payments. Management says the change could reduce reinvestment lag, improve liquidity and trading efficiency, moderate dividend-related price fluctuations, and make the preferred instruments more attractive to investors. The Board also believes stronger demand and liquidity could improve the Company’s ability to raise preferred equity capital to support its Bitcoin Treasury strategy and allow flexibility for future expanded or continuous trading. The Board adopted resolutions declaring the amendments advisable and recommends that stockholders vote FOR Proposal 1, while reserving the right to abandon the amendments before they become effective.
Approve one or more adjournments of the Special Meeting if necessary to solicit additional proxies because there are insufficient votes to approve Proposal 1.
Proposal 2 asks stockholders to authorize one or more adjournments of the Special Meeting if the Company lacks enough votes to approve Proposal 1. The stated purpose is to create additional time for the Board to solicit proxies and obtain the votes needed for the preferred-stock dividend amendments. The proposal expressly permits solicitation from stockholders who have already submitted proxies against Proposal 1. Management acknowledges that an adjournment could occur even when the existing proxies indicate that Proposal 1 would fail, allowing the Company to seek to persuade opposing stockholders to change their votes. The proposal therefore functions as a vote-preservation and vote-solicitation mechanism rather than an independent substantive change to the Company’s capital structure. The filing distinguishes this discretionary adjournment authority from existing bylaw provisions that permit adjournment when a quorum is absent. If a quorum is not present, the holders of a majority of the voting power present and entitled to vote may adjourn, and the meeting may also be adjourned by the chair without a stockholder vote. Approval of Proposal 2 would not itself approve the daily-dividend amendments; it would only facilitate further solicitation and a later vote. The Board recommends voting FOR because additional time could be necessary to secure sufficient support for Proposal 1. The proposal’s practical effect is to give management another opportunity to overcome an initially insufficient or adverse vote on the principal transaction.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital International Investors | 9.08% | 34,902,002 | $3.0B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.00% | 15,353,408 | $1.3B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.89% | 14,938,599 | $1.3B |
| 4 | Invesco Ltd. | 2.35% | 9,043,369 | $786M |
| 5 | BlackRock, Inc. | 2.07% | 7,941,576 | $690M |
| 6 | STATE STREET CORP | 1.96% | 7,527,561 | $654M |
| 7 | MORGAN STANLEY | 1.49% | 5,742,686 | $499M |
| 8 | GOLDMAN SACHS GROUP INC | 1.45% | 5,553,636 | $483M |
| 9 | BlackRock, Inc. | 1.24% | 4,778,241 | $415M |
| 10 | Capital World Investors | 1.12% | 4,310,934 | $375M |
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