MicroStrategy stockholders OK Class A shares increase to 10.33B and preferred to 1.005B

Strategy Inc

Authorized Class A common stock raised from 330M to 10.33B shares; preferred from 5M to 1.005B shares.
Amendment to 2023 Equity Plan approved: new non-employee directors automatically receive $2M equity grant (half options, half RSUs).
Proposal 1 (common stock) passed with 234.9M for, 37.9M against; Proposal 2 (preferred) passed 234.6M for, 38.2M against.
Proposal 3 (equity plan amendment) also approved; adjournment proposal was unnecessary and passed.
Share authorization increase supports future capital raising, likely for bitcoin acquisition strategy.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Strategy Inc: Amended certificate of incorporation to increase authorized shares of Class A common stock from 330,000,000 to 10,330,000,000, preferred stock from 5,000,000 to 1,005,000,000, and total capital stock from 500,000,000 to 11,500,000,000 (effective 2025-01-22).

Change: charter amendment
Effective: 2025-01-22

Exact text from the filing

On January 22, 2025, the Company filed with the Secretary of State of the State of Delaware an amendment (the “Certificate of Amendment”) to the Company’s Second Restated Certificate of Incorporation to (i) increase the number of authorized shares of Class A common stock (“Class A Common Stock”), par value $0.001 per share, from 330,000,000 to 10,330,000,000; (ii) increase the number of authorized shares of preferred stock (“Preferred Stock”), par value $0.001 per share, from 5,000,000 to 1,005,000,000; and (iii) correspondingly increase the total number of authorized shares of capital stock (which is the sum of the authorized number of Class A Common Stock, Class B common stock, par value $0.001 per share, and Preferred Stock) from 500,000,000 to 11,500,000,000 shares of capital stock.

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13 governance changes filed in the last 30 days. Browse all governance changes →

Strategy Inc filing history →

Source: SEC EDGAR

accession 0001193125-25-011455

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