Strategy Inc 10-Q

Item 5. Other Information Earnings Release On May 3, 2022, we issued a press release announcing the Company’s financial results for the quarter ended March 31, 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. Mr. Kang will succeed Phong Le as the Company’s Chief Financial Officer. Mr. 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. Mr. 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. Mr. Kang received his Bachelor of Arts in Biology and post-baccalaureate certification in Accounting, both from the University of Virginia. Mr. 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. Mr. 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. Mr. 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. Item 6. Exhibits 60 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 Summary of Cash Bonus and Salary Determinations for Certain Executive Officers. 31.1 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Chairman of the Board of Directors & Chief Executive Officer. 31.2 Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the President & Chief 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 May 3, 2022, regarding the Company’s financial results for the quarter ended March 31, 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. 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). _____________________ 61 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/ Phong Le Phong Le President & Chief Financial Officer By: /s/ Jeanine Montgomery Jeanine Montgomery Senior Vice President & Chief Accounting Officer Date: May 3, 2022 62