Welcome to the 2025 Annual Meeting of Stockholders for Strategy. Your host today is Michael Saylor, Executive Chairman and Chairman of the Board of Directors of Strategy, Mr. Saylor, you may begin.
Welcome to our 2025 Annual Meeting of Stockholders. I'd like to start by thanking all of our stockholders for their ongoing support of Strategy. I'm very excited about the future of our company, and I strongly believe that we are well positioned to continue executing on our corporate strategies and building shareholder value. Before we begin the formal portion of the meeting, I'd like to introduce certain individuals who are in attendance at today's meeting. Each of our independent directors is in attendance: Brian Brooks, Jayne Dietz, Steve Graham, Jered Patton, Rick Rickertsen, and Greg Wynarski. I'd also like to recognize our departing independent director, Les Ritchen. Les has been a member of our Board of Directors since 2018 and will depart the board after this annual meeting.
On behalf of myself, the Board of Directors, employees, and shareholders, thank you, Les, for your service, and we wish you the best. Also attending are several members of our executive management team, Phong Le our President and Chief Executive Officer, and also a member of our Board of Directors; Andrew Kang, our Executive Vice President and Chief Financial Officer; and Ming Shao, our Executive Vice President and General Counsel. We also have some of our outside advisors attending today: Tom Ward on behalf of the company's outside counsel, Wilmer Hale, Julia Cullen and Scott McGee on behalf of our independent registered public accounting firm, KPMG, and finally, Jim Rate is attending on behalf of American Election Services, LLC. Jim serves as our Inspector of Election.
Thank you, Michael, for those opening remarks. My name is Ming Shao. I am General Counsel and Secretary. We will conduct the formal part of the meeting shortly. Before we begin the formal part of the meeting, I would like to note certain procedural rules as follows. First, recording of any kind is not permitted during any portion of the meeting. Second, prior to the meeting, stockholders had an opportunity to submit questions and comments pertinent to this year's meeting proposals via the intranet as set forth in the proxy statement. Questions will not be accepted during the annual meeting this year. After all of the proposals have been identified and the polls are declared open, we will share and respond to any questions and comments that we received and that are pertinent to the proposals. We will spend a maximum of 10 minutes for remarks on any single proposal.
As indicated in the notice of annual meeting and accompanying documents that were mailed to stockholders, we are here today to consider two proposals. The polls will open once all of the proposals have been read, and I have announced that the polls are open. The polls will remain open until I announce that the polls are closed. No votes, revocations of proxies, or changes to proxies will be accepted after the polls are closed. I will announce the preliminary results of the voting on each matter immediately following tabulation of the voting. We have received an affidavit from Broadridge Financial Solutions Inc, certifying that the notice of intranet availability, notice of annual meeting, and proxy statement were sent commencing on April 28, 2025, to all stockholders of record as of April 22, 2025. A copy of this affidavit will be included in the minutes of the meeting. Mr.
Rate has been appointed to act as Inspector of Election and will provide account of the number of shares present at this meeting in person via this virtual meeting or through representation by proxy. As the count is being confirmed, I will read the two proposals to be voted on at this meeting. The first proposal is the election of directors. The eight nominees for election are Michael J. Saylor, Phong Q. Le, Brian P. Brooks, Jayne A. Dietz, Stephen X. Graham, Jered M. Patton, Carl J. Rickertsen, and Greg J. Wynarski. The second proposal is the ratification of the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. Mr. Rate, does a quorum for this meeting exist?
Yes, Mr. Secretary. There are present at this meeting in person or through representation by proxy at least 159,428,950 shares of Class A common stock and 19,616,680 shares of Class B common stock, constituting 355,595,750 votes out of a total of 446,091,478 votes entitled to be cast at this meeting.
The polls are now open. As set forth in the proxy statement, stockholders of record, as of the record date, had an opportunity to submit questions in advance of the annual meeting. The company received several stockholder questions that are appropriate to address at this year's annual meeting. We will start with the first one as follows. Given the central role Michael Saylor plays in the company, there appears to be a significant concentration of leadership risk. What measures are being taken to establish a robust second line of management to ensure continuity and strategic stability in the event Mr. Saylor is unable to continue in his role? Mr. Rickertsen, the Chairman of the company's Nominating Committee, will respond on behalf of the company.
Thank you, Ming. Thank you to the stockholder who reached out to us with this question. Since August of 2022, Michael has taken a step back from day-to-day duties to focus on our Bitcoin strategy and Bitcoin advocacy and to serve in his current capacity as Chairman of the Board and Executive Chairman. At the same time, Phong Le has assumed the role of Chief Executive Officer. Phong has been with the company now for about 10 years, serving as a senior leader in various capacities, including as Chief Financial Officer, President, and now Chief Executive Officer. In that time, Phong has demonstrated exceptional leadership, and he has been instrumental to the execution of our Bitcoin strategy. Further, he is surrounded by a truly outstanding executive team who are all committed to our Bitcoin strategy. We are confident that even if we were to lose the services of Mr.
Saylor for any reason, Phong and our other senior personnel have us well positioned to continue executing our Bitcoin strategy.
Thank you, Rick. The next question that we received reads as follows: If the company does not intend to grow or reinvest in its IT software segment, would it not be prudent to reassess and reduce related staff expenses? Continued overhead in this area without a growth strategy may not serve shareholders' best interests. Mr. Le, the company's CEO, will respond on behalf of the company.
Thank you, Ming. Thank you to the stockholder who reached out to us with this question. While we do spend a lot of time speaking publicly about our Bitcoin strategy, we are also continuously working to grow our software business. As discussed on our Q1 earnings call, we are seeing a continued and expected transition of our revenue base away from on-premises services to cloud-based services. As part of the transition to a cloud-native model, we have taken various measures over the last year to optimize operational and organizational efficiency across all of our corporate functions, which include reductions of personnel and streamlining of processes and other cost-saving measures in line with our software business strategy.
Thank you, Phong. The next question that we received reads as follows: Pomerantz Law Firm investigation. Could you please provide an update on the investigation being conducted by the Pomerantz Law Firm on behalf of Strategy investors? Specifically, I am interested in understanding whether the firm has uncovered any indications of securities fraud or other unlawful business practices involving Strategy or any of its officers or directors. As the company's General Counsel, I will respond on behalf of the company. We are aware that the Pomerantz Law Firm announced it was investigating claims. That firm and another one later filed a purported class action lawsuit against us and certain of our executive officers, which we disclosed in May. Pomerantz and other plaintiffs' firms frequently file suits like these against companies whose stock prices are volatile. We do not comment on the specifics of pending litigation.
However, we, of course, disagree with these claims and intend to defend the case vigorously. For more information, you can read our 8-K filed on May 19, 2025. The next question that we received reads as follows: When do shareholders start receiving dividends? Mr. Kang, the company's CFO, will respond on behalf of the company.
Thank you, Ming. Thank you to the stockholder who reached out to us with this question. We do not intend to pay cash dividends in respect of our Class A common stock or Class B common stock in the foreseeable future. With respect to our preferred stock, we intend to pay dividends quarterly. We recently declared dividends on STRK and STRF, which we paid on June 30, 2025, to holders of record as of June 15, 2025.
Thank you, Andrew. The next question that we received reads as follows: MSTR keeps buying Bitcoin. It has done well to date, but my concern is that at some point, if Bitcoin falls, MSTR will not have enough reserves to survive that fall, and this could result in catastrophic selling and an adverse outcome to shareholders. Perhaps the MSTR board could temper further acquisitions of BTC rather than going full out to maximize purchase of Bitcoin through extreme leverage. Mr. Saylor, the company's Executive Chairman, will respond on behalf of the company.
Thank you, Ming. All of our equity shareholders expect the company to stay fully exposed, 100% committed to Bitcoin. If we were to temper further acquisitions in order to diversify the risk profile of the company, we actually would be acting counter to what our shareholders expect us to do. It does not make sense to diversify. With regard to the form of our leverage, right now we have about 11% debt coverage versus our Bitcoin assets, and that debt coverage is long-duration convertible debt. As a practical matter, Bitcoin could fall 80% plus for a decade, and we still have more than enough reserves to survive that fall. Bitcoin could fall even further over a short period of time. Because we do not have any Bitcoin pledged and we have no mark-to-market obligations on our debt, we have a very resilient balance sheet.
Our long-term strategy includes issuing securities like Strike, Stride, and Strife that derive their characteristics from our full Bitcoin balance sheet. In fact, they're powered by Bitcoin exposure. If we diversified, we would undermine those instruments, so that would be diluted to the value of the instruments. Our long-term leverage strategy is to stretch the duration of our fixed-income instruments beyond convertible bonds. The duration of Strife is much longer. The duration of Stride is longer. The duration of Strike is much longer. We're stretching the duration. We're changing and decreasing the credit risk because these are all perpetual instruments that do not have refinancing risk. They do not have credit representations. They do not come due. The dividends come with much more flexible terms. I think to summarize, I do not think we're concerned about the possibility of a BTC drawdown.
We think we have a very resilient balance sheet. We think the balance sheet and the capital structure is getting more resilient and longer in duration over time, and that the least risky path forward and the best path forward for our investors is to stay fully invested in Bitcoin going forward and to continue with our strategy of growing our preferred stock outstanding base. That is my view on that. Thank you.
Thank you, Michael. That concludes the question-and-answer portion of the meeting. We will now proceed to vote on the matters presented before this meeting. If there are any stockholders present who either have not submitted a proxy and wish to vote online during the meeting, or who have submitted a proxy and wish to revoke their proxy or change their vote, you may do so by clicking the Vote Here button near the center of your screen. I will pause now for a few moments to give some time to those stockholders who wish to click on the Vote Here button for those purposes. This concludes the business items on the agenda for this annual meeting. The polls are now closed, and Mr. Rate will tabulate the votes and report the results of the meeting. Is the Inspector of Election ready with the vote tabulation?
Yes, I am, Mr. Secretary. I will now report the preliminary tabulation of the voting for each proposal. When I read the percentage figure, it represents the percentage of votes entitled to be cast by the shares present or represented entitled to be voted at this meeting. On Proposal One, the election of directors. At least 259,171,493 votes, or approximately 90.2%, have been voted for each nominee. Between 455,293 and 27,913,812 votes have been withheld, and there were 68,510,445 broker non-votes.
I hereby declare that each of the nominees has been elected as a director.
On Proposal Two, the ratification of the selection of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. Approximately 353,866,331 votes, or 99.5%, have been voted in favor of this proposal. 1,282,973 votes, or 0.36%, have been voted against the proposal, and 446,446 votes have abstained.
I hereby declare that the selection of KPMG LLP has been ratified. There is no further business to be considered at this meeting. The meeting is adjourned.
Thank you, Ming. Thank you, everyone, for joining Strategy's 2025 annual meeting of stockholders, and thanks again to our stockholders for your continued support and your ongoing confidence in Strategy.
The conference has concluded. Thank you for attending today's presentation. You may now disconnect.