What changed in this filing

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Item 5. Other Information

2022-08-02 compared with 2022-05-03 · 37 added, 34 removed, 32 unchanged (69% of the section changed)

1 unchanged sentence

Earnings Release

On May 3, 2022, we issued a press release announcing the Company’s financial results for the quarter ended March 31, 2022.

On August 2, 2022, we issued a press release announcing the Company’s financial results for the quarter ended June 30, 2022.

A copy of this press release is attached as Exhibit 99.1 to this Quarterly Report.

The information regarding this press release in this Item 5 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

MicroStrategy Names Andrew Kang Chief Financial Officer

On May 3, 2022, we announced the election of Andrew Kang as the Company’s Senior Executive Vice President & Chief Financial Officer, effective as of his start date with the Company (the “Start Date”), which is expected to be on or about May 9, 2022.

Kang will succeed Phong Le as the Company’s Chief Financial Officer.

Le will continue serving as the Company’s Chief Financial Officer until the Start Date, after which Mr.

Le will continue as the Company’s President.

Kang, age 45, served as Executive Vice President and Chief Financial Officer of Greensky, Inc., a leading U.S.-based technology company enabling frictionless promotional finance at the point of sale for merchants, consumers and bank partners, since September 2020.

At Greensky, Mr.

Kang was responsible for accounting, internal audit, treasury, capital markets, pricing, tax, financial planning and analysis, finance operations and investor relations.

Prior to Greensky, Mr.

Kang served as Corporate Treasurer for Santander Holdings USA (“Santander Holdings”), the $150 billion U.S.

bank holding company under Banco Santander S.A.

from April 2018 to September 2020, and Executive Vice President for Santander Consumer USA, a full spectrum auto finance company, from September 2015 to September 2020.

While with Santander Holdings, Mr.

Kang was responsible for all funding, liquidity, bank relationships, asset liability management, capital management, strategic planning, and investor relations.

Previously, Mr.

Kang held positions in finance and treasury at Exeter Finance, HSBC Finance, Capital One and Thomson Reuters.

Kang received his Bachelor of Arts in Biology and post-baccalaureate certification in Accounting, both from the University of Virginia.

Kang’s annual base salary is $640,000 and he is eligible for an annual discretionary cash bonus with a target for 2022 of $500,000, which amount will be pro-rated based on the Start Date.

Kang’s annual cash bonus payout will be determined by the Company’s Chief Executive Officer (“CEO”) based on the CEO’s subjective evaluation of Mr.

Kang’s performance in the context of general economic and industry conditions and Company performance during 2022.

The Company will also pay Mr.

Kang a one-time reporting bonus of $100,000, payable in the first pay period following the Start Date and recoverable by the Company if Mr.

Kang resigns from his employment with the Company, or is terminated with cause, within twelve (12) months of the Start Date.

Management has also agreed to recommend to the Compensation Committee of the Company’s Board of Directors that it grant Mr.

Kang, following the Start Date, (i) 5,000 restricted stock units (“RSUs”) with respect to the Company’s class A common stock under the Company’s 2013 Equity Plan, and (ii) an option (the “Option”) to purchase 15,000 shares of the Company’s class A common stock under the 2013 Equity Plan.

The Option and RSUs will each vest in equal installments of 25% over a four-year vesting period and will each be subject to acceleration under certain circumstances upon a change of control event.

Kang will also be entitled to perquisites and associated other compensation arrangements to which all named executive officers are entitled, as described in Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which description is incorporated herein by reference.

MicroStrategy Announces Separation of Chairman and CEO Roles

Transition of Chief Executive Officer to the Office of Executive Chairman

On July 28, 2022, the Board of Directors (the “Board”) of MicroStrategy Incorporated (the “Company”) approved Michael J.

Saylor’s transition from the position of Chief Executive Officer to the newly created office of Executive Chairman, effective as of August 8, 2022 (the “Transition Date”).

In assuming this new role, Mr.

Saylor will remain Chairman of the Board and an executive officer of the Company.

Appointment of New Chief Executive Officer

On July 28, 2022, the Board appointed Phong Le as the Company’s Chief Executive Officer, effective as of the Transition Date.

In assuming this role, Mr.

Le will retain his current position as President of the Company and serve as the Company’s principal executive officer.

Le’s biographical information, see the disclosure included under the heading “Executive Officers of the Company” on page 7 of the Company’s definitive proxy statement for the 2022 annual meeting of stockholders filed with the Securities and Exchange Commission on April 14, 2022 , which disclosure is incorporated herein by reference.

In connection with his appointment as Chief Executive Officer and effective as of the Transition Date, Mr.

Le’s annual base salary will be increased to $1,000,000 and his annual discretionary cash bonus target for 2022 will be increased to $800,000, in each case prorated from the Transition Date.

An award pursuant to the foregoing discretionary cash bonus target will be determined by the Compensation Committee based on a subjective evaluation of Mr.

Le’s performance in the context of general economic and industry conditions and Company performance during the year.

The Company also expects that the Compensation Committee will grant Mr.

Le an option to purchase 60,000 shares of class A common stock under the Company’s 2013 Stock Incentive Plan.

Election of Director

On July 28, 2022, the Board elected Mr.

Le to serve as a member of the Board, effective as of the Transition Date.

Le has not been appointed to serve on any committee of the Board and will not receive any compensation for his service as a member of the Board.

INDEX TO EXHIBITS

11 unchanged sentences

Form of 6.125% Senior Secured Note due 2028 (included within Exhibit 4.6 incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 14, 2021 (File No.

Summary of Cash Bonus and Salary Determinations for Certain Executive Officers.

Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Chairman of the Board of Directors & Chief Executive Officer.

Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the President & Chief Financial Officer.

Form of International Restricted Stock Unit Agreement.

Form of Argentina Restricted Stock Unit Agreement.

Form of China Restricted Stock Unit Agreement.

Indemnification Agreement, effective as of June 12, 2022, by and between the registrant and Michael J.

Indemnification Agreement (Tail Agreement), effective as of June 24, 2022, by and between the registrant and Michael J.

Indemnification Agreement (Excess Agreement), effective as of June 24, 2022, by and between the registrant and Michael J.

Letter Agreement, dated as of July 7, 2022, by and between MacroStrategy LLC, as borrower, and Silvergate Bank, as lender.

Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Executive Officer.

Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Financial Officer.

Certification pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Press release, dated May 3, 2022, regarding the Company’s financial results for the quarter ended March 31, 2022.

Press release, dated August 2, 2022, regarding the Company’s financial results for the quarter ended June 30, 2022.

Inline XBRL Instance Document.

6 unchanged sentences

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

_____________________

Management contracts and compensatory plans or arrangements.

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

MICROSTRATEGY INCORPORATED

President & Chief Financial Officer

/s/ Andrew Kang

Senior Executive Vice President & Chief Financial Officer

/s/ Jeanine Montgomery

1 unchanged sentence

Senior Vice President & Chief Accounting Officer

August 2, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information