Strategy Inc (MSTR) Earnings Call Transcript & Summary

Hello. I'd like to welcome everyone to our 2021 Annual Meeting of the stockholders. So the health and wellbeing of me and the attendees in light of COVID-19 pandemic, this year's meeting is being held exclusively via live webcast. We hope you're all well. I'd like to start by introducing the directors that are present at the meeting. We have with us Steve Graham, Jarrod Patten, Les Rechan and Rick Rickertsen. I'd also like to introduce the executive officers who are present at the meeting. We have Phong Le, Ming Shao and Tim Lang. I'd also like to introduce our representative from Wilmar Harrell, the company's outside counsel. Tom Ward is with us today. I'd also like to introduce the representative of KPMG. Keith Kessel and Susan Brock are with us today. And I'd like to introduce the Inspector of Election. Jim Raitt is here with us today from American Election Services

Thank you, Michael, for those opening remarks. My name is Ming Xiao, I'm the General Counsel, Secretary of MicroStrategy. We will conduct the formal part of the meeting shortly. Before we begin the formal part of the meeting, I would like to note certain procedural rules as follows: recording of any kind is not permitted during any portion of the meeting. Prior to the meeting, stockholders had an opportunity to submit questions and comments pertinent to this year's meeting proposals via the Internet as set forth in the proxy statement. Questions will not be accepted during the annual meeting this year. After all the proposals have been identified and the polls are declared open, we will share and respond to any questions and comments received that are pertinent to the proposals. We will send -- we will spend a maximum of 10 minutes for remarks on any single proposal. As indicated in the notice of annual meeting and accompanying documents that were mailed to stockholders, we are here today to consider 4 proposals. The polls will open once all the proposals have been read, and I have announced that the polls are open. The polls will remain open until I announce that the polls are closed. No votes, revocations of proxies or changes to proxies will be accepted after the polls are closed. I will announce the preliminary results of the voting on each matter immediately following tabulation of the voting. We have received an affidavit from Broadridge Financial Solutions, Inc., certifying that the notice of Internet availability, notice of annual meeting and proxy statement were sent commencing on April 16, 2021, to all stockholders of record as of March 29, 2021. A copy of this affidavit will be included in the minutes of the meeting. Mr. Raitt has been appointed to act as Inspector of Election and will provide a count of the number of shares present at this meeting in person via this virtual meeting or through representation by proxy. As the count is being confirmed, I will read the 4 proposals to be voted on at this meeting. The first proposal is the election of directors. The 5 nominees for election are: Michael J. Saylor, Stephen X. Graham, Jarrod M. Patten, Leslie J. Rechan and Carl J. Rickertsen. The second proposal is the approval of Amendment #5 to the MicroStrategy Inc. 2013 stock incentive plan to increase the number of shares of Class A common stock authorized for issuance under such plan from $2,300,000 to $2,750,000. The third proposal is the approval of the MicroStrategy Inc. 2021 employee stock purchase plan. The fourth proposal is the ratification of the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. Mr. Raitt, does a quorum for this meeting exist?

Yes, Mr. Secretary, there are present at this meeting in person or through a representative by proxy at least 5,003,841 shares of Class A common stock and 1,961,668 shares of the Class B common stock, constituting 24,620,520 votes out of total of 27,421,818 votes entitled to vote and be cast at this meeting.

Thank you. The polls are now open. As set forth in the proxy statement, stockholders of record as of the record date, had an opportunity to submit questions in advance of this annual meeting. The company did not receive any stockholder questions for this year's meeting. As a reminder, questions will not be accepted during the annual meeting. If there are any stockholders present who either have not submitted a proxy and wish to vote online during the meeting or who have submitted a proxy but wish to revoke their proxy or change their vote, you may do so by clicking the voting button at the bottom right of your screen. I will pause here for a few moments to give some time to those stockholders who wish to click on the voting button for those purposes. [Voting]

This concludes the business items on the agenda for this annual meeting. The polls are now closed. And Mr. Raitt will tabulate the votes and report the results of the meeting. Is the inspector of election ready with the vote tabulation?

Yes, I am, Mr. Secretary. I will now report the preliminary tabulation of the voting for each proposal. When I read a percentage figure,it represents a percentage of votes entitled to be cast by the shares present or represented entitled to vote at this meeting. On Proposal 1, the election of directors, at least 20,633,288 votes or approximately 89.92% have been voted for each nominee. Between 797,033 and 2,314,108 votes have been withheld. And there were 1,673,125 broker non-votes.

I hereby declare that each of the nominees has been elected as a director.

On Proposal 2, the approval of the Amendment #5 to MicroStrategy Inc. 2013 stock incentive plans to increase the number of shares of Class A common stock authorized for issuance under such plan from $2.3 million to $2.75 million, approximately 22,785,918 votes or 99.3% having voted in favor of the proposal. 153,439 or 0.67% having voted against this proposal. And 8,039 votes or 0.03% has abstained. There were 1,673,125 broker non-votes.

I hereby declare that Amendment #5 to the MicroStrategy Inc. 2013 stock incentive plan has been approved.

On proposal 3, the approval of the MicroStrategy Inc. 2021 employee stock purchase plan approximately 22,919,125 votes or 99.88% having voted in favor of this proposal. 21,293 votes or 0.09% have been voted against this proposal. And 7,174 votes or 0.03% have abstained. There were 1,673,125 broker non-votes.

I hereby declare that the MicroStrategy Incorporated 2021 employee stock purchase plan has been approved.

On Proposal 4, the ratification of the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. Approximately 24,590,700 votes or 99.88% having voted in favor of this proposal. 17,462 votes or 0.07% having voted against this proposal. And finally, 12,359 votes or 0.05% have abstained from this proposal, and there were no broker non-votes on the guidance.

I hereby declare that the selection of KPMG LLP has been ratified. There is no further business to be considered at this meeting. The meeting is adjourned.