1 unchanged sentence
Earnings Release
−Removed: On August 2, 2022, we issued a press release announcing the Company’s financial results for the quarter ended June 30, 2022.
+Added: On November 1, 2022, we issued a press release announcing the Company’s financial results for the quarter ended September 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.
−Removed: MicroStrategy Announces Separation of Chairman and CEO Roles
−Removed: Transition of Chief Executive Officer to the Office of Executive Chairman
−Removed: On July 28, 2022, the Board of Directors (the “Board”) of MicroStrategy Incorporated (the “Company”) approved Michael J.
−Removed: 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”).
−Removed: In assuming this new role, Mr.
−Removed: Saylor will remain Chairman of the Board and an executive officer of the Company.
−Removed: Appointment of New Chief Executive Officer
−Removed: On July 28, 2022, the Board appointed Phong Le as the Company’s Chief Executive Officer, effective as of the Transition Date.
−Removed: In assuming this role, Mr.
−Removed: Le will retain his current position as President of the Company and serve as the Company’s principal executive officer.
−Removed: 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.
−Removed: In connection with his appointment as Chief Executive Officer and effective as of the Transition Date, Mr.
−Removed: 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.
−Removed: An award pursuant to the foregoing discretionary cash bonus target will be determined by the Compensation Committee based on a subjective evaluation of Mr.
−Removed: Le’s performance in the context of general economic and industry conditions and Company performance during the year.
−Removed: The Company also expects that the Compensation Committee will grant Mr.
−Removed: Le an option to purchase 60,000 shares of class A common stock under the Company’s 2013 Stock Incentive Plan.
−Removed: Election of Director
−Removed: On July 28, 2022, the Board elected Mr.
−Removed: Le to serve as a member of the Board, effective as of the Transition Date.
−Removed: 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.
−Removed: Form of International Restricted Stock Unit Agreement.
−Removed: Form of Argentina Restricted Stock Unit Agreement.
−Removed: Form of China Restricted Stock Unit Agreement.
−Removed: Indemnification Agreement, effective as of June 12, 2022, by and between the registrant and Michael J.
−Removed: Indemnification Agreement (Tail Agreement), effective as of June 24, 2022, by and between the registrant and Michael J.
−Removed: Indemnification Agreement (Excess Agreement), effective as of June 24, 2022, by and between the registrant and Michael J.
−Removed: Letter Agreement, dated as of July 7, 2022, by and between MacroStrategy LLC, as borrower, and Silvergate Bank, as lender.
+Added: Amendment No.
+Added: 1 to Indemnification Agreement (Excess Agreement), effective as of August 30, 2022, by and between the registrant and Michael J.
+Added: Sales Agreement, dated as of September 9, 2022, by and among the Company, Cowen and Company, LLC and BTIG, LLC (incorporated herein by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed with the SEC on September 9, 2022 (File No.
Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Principal Executive Officer.
2 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Press release, dated August 2, 2022, regarding the Company’s financial results for the quarter ended June 30, 2022.
+Added: Press release, dated November 1, 2022, regarding the Company’s financial results for the quarter ended September 30, 2022.
Inline XBRL Instance Document.
15 unchanged sentences
Senior Vice President & Chief Accounting Officer
−Removed: August 2, 2022
+Added: November 1, 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.