Item 5. Other Information
Item 5. Other Information
Earnings Release
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 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.
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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.
For Mr. 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. Mr. 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.
Item 6. Exhibits
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INDEX TO EXHIBITS
Exhibit
Number
Description
3.1
Second Restated Certificate of Incorporation of the registrant (incorporated herein by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2003 (File No. 000-24435)).
3.2
Amended and Restated By-Laws of the registrant (incorporated herein by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 30, 2015 (File No. 000-24435)).
4.1
Form of Certificate of Class A Common Stock of the registrant (incorporated herein by reference to Exhibit 4.1 to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003 (File No. 000-24435)).
4.2
Indenture, dated as of December 11, 2020, by and between the registrant and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 11, 2020 (File No. 000-24435)).
4.3
Form of 0.750% Convertible Senior Note due 2025 (included within Exhibit 4.2 incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on December 11, 2020 (File No. 000-24435)).
4.4
Indenture, dated as of February 19, 2021, by and between the registrant and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 19, 2021 (File No. 000-24435)).
4.5
Form of 0% Convertible Senior Note due 2027 (included within Exhibit 4.4 incorporated herein by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 19, 2021 (File No. 000-24435)).
4.6
Indenture, dated as of June 14, 2021, by and among the registrant, as issuer, MicroStrategy Services Corporation, as a guarantor, and U.S. Bank National Association, as trustee and notes collateral agent (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. 000-24435)).
4.7
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. 000-24435)).
10.1†
Form of International Restricted Stock Unit Agreement.
10.2†
Form of Argentina Restricted Stock Unit Agreement.
10.3†
Form of China Restricted Stock Unit Agreement.
10.4†
Indemnification Agreement, effective as of June 12, 2022, by and between the registrant and Michael J. Saylor.
10.5†*
Indemnification Agreement (Tail Agreement), effective as of June 24, 2022, by and between the registrant and Michael J. Saylor.
10.6†*
Indemnification Agreement (Excess Agreement), effective as of June 24, 2022, by and between the registrant and Michael J. Saylor.
10.7
Letter Agreement, dated as of July 7, 2022, by and between MacroStrategy LLC, as borrower, and Silvergate Bank, as lender.
31.1
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Executive Officer.
31.2
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Financial Officer.
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1
Press release, dated August 2, 2022, regarding the Company’s financial results for the quarter ended June 30, 2022.
101.INS
Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase.
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101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase.
104
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.
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SIGNATURES
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
By:
/s/ Andrew Kang
Andrew Kang
Senior Executive Vice President & Chief Financial Officer
By:
/s/ Jeanine Montgomery
Jeanine Montgomery
Senior Vice President & Chief Accounting Officer
Date: August 2, 2022
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