Welcome to the 2026 Annual Meeting of Stockholders for Strategy. Your host for today's call is Michael Saylor, Executive Chairman and Chairman of the Board of Directors of Strategy. Mr. Saylor, you may begin.
Welcome to our 2026 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're 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, Jane Dietze, Steve Graham, Jarrod Patten, Rick Rickertsen, and Gregg Winiarski. I would also like to recognize our departing independent director, Pete Briger. Pete will depart the board after this annual meeting. On behalf of myself, the board of directors, employees, and shareholders, thank you, Pete, 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 Thomas Chow, 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, WilmerHale, and Julia Cullen, Scott McGee, and Christy Kelly on behalf of our independent registered public accounting firm, KPMG. Finally, Jim Raitt 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 Thomas Chow. 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. A, recording of any kind is not permitted during any portion of the meeting. B, stockholders have had an opportunity to submit questions and comments pertinent to this year's meeting proposals via the Internet, as set forth in the proxy statement. 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 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 five 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 affidavits from Broadridge Financial Solutions, Inc., certifying that the notice of Internet availability, notice of annual meeting, and proxy statement were sent commencing on April 28th, 2026, to all common stockholders of record and all variable rate Series A perpetual STRC preferred stockholders of record, in each case as of April 17th, 2026.
Copies of these affidavits will be included in the minutes of the meeting. Mr. Raitt has been appointed to act as Inspector of Election and will provide a count 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 five proposals to be voted on at this meeting, all five of which will be voted on by common stockholders, and one of which, proposal five, will be voted on by STRC stockholders as well. The first proposal is the election of directors. The eight nominees for election are Michael J. Saylor, Phong Q. Le, Brian P. Brooks, Jane A. Dietze, Stephen X. Graham, Jarrod M. Patten, Carl J. Rickertsen, Gregg J. Winiarski.
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 31st, 2026. The third proposal is the approval on an advisory, non-binding basis of the compensation of the company's named executive officers as disclosed in the 2026 proxy statement, Say- on-P ay.
The fourth proposal is the ratification pursuant to Section 204 of the General Corporation Law of the State of Delaware of the filing and effectiveness of the certificate of amendment to the Certificate of Designations of the company's 8% Series A perpetual STRC preferred stock filed with the Secretary of State of the State of Delaware on July 7th, 2025, and the amendment to the liquidation preference of such stock effectuated thereby. The fifth proposal is the approval and adoption of an amendment and restatement of the Certificate of Designations of the company's variable rate Series A perpetual STRC preferred stock to provide for two scheduled dividend payment dates per month instead of one. Mr. Raitt, does a quorum for this meeting exist?
Yes, Mr. Secretary. With respect to all the proposals, there are present at this meeting in person or through representation by proxy, at least 215,586,268 shares of the Class A common stock and 19,616,680 shares of the Class B common stock, constituting 411,753,068 common stock votes out of a total 523,588,521 common stock votes entitled to be cast at this meeting. With respect to proposal five, there are present at this meeting in person or through representation by proxy, at least 46,260,775 shares of the STRC stock, constituting 46,260,775 STRC stock votes out of a total of 85,373,492 STRC stock votes entitled to be cast at this meeting.
Thank you. 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 the following question that is appropriate to address at this year's annual meeting. Please explain the company's thinking about how changes contemplated by proposal five would impact pricing dynamics around the record and ex-dividend date. Mr. Le, the President and Chief Executive Officer of the company, will respond on behalf of the company.
Thank you, Thomas, and thank you to the stockholder who reached out to us with this question. On proposal five, moving STRC from a monthly to a semi-monthly dividend, the goal is to smooth out how the stock trades around each dividend. With a single monthly payment, the whole month's dividend builds up and gets paid out in one event. That concentrates activity. Buyers come in ahead of this record date to capture the dividend, driving the price to $100. Then, once the stock goes ex-dividend, the price tends to fall. By splitting the monthly payment into two smaller, more frequent payments, we cut in half the amount of the monthly dividend accruing into any single record date. The adjustment on and after each ex-date theoretically should be smaller. The result we're trying to design is exactly what matters most for STRC.
Less volatility with the instrument tracking more tightly to its $100 target, which hopefully should drive more liquidity. STRC is designed to enable stability, and we believe that a more frequent dividend cadence reinforces that design. That's why we see this as a straightforward, shareholder-friendly step. We'd encourage MSTR and STRC holders to vote in favor.
Thank you, Phong. 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 but 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. Raitt 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 voting for each proposal. When I read a 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, election of directors, at least 306,015,909 votes, or approximately 90% of the votes entitled to be cast, voted for each nominee. Between 12,642,479 votes and 32,642,469 votes have been withheld, and there were 73,094,680 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 31st, 2026, approximately 409,547,107 votes or 99% have been voted in favor of this proposal. 1,313,732 votes or 0.032 have been voted against this proposal, and 892,229 votes have abstained.
I hereby declare that the selection of KPMG LLP has been ratified.
On proposal three, the approval on an advisory non-binding basis of the compensation of the company's named executive officers disclosed in the 2026 proxy statement say on pay, approximately 327,638,980 votes or 96% have been voted in favor of this proposal. 10,450,932 votes or 3% have been voted against this proposal. 568,476 votes have abstained.
I hereby declare that the company's named executive officer's pay has been approved on an advisory non-binding basis.
On proposal four, ratification pursuant to Section 204 of the General Corporation Law of the State of Delaware of the filing and effectiveness of the certificate of amendment to the certificate of designation of the company's 8% Series A perpetual STRK preferred stock filed with the Secretary of the State of the State of Delaware on July 7th, 2025, and the amendment to the liquidation preference of such stock effectuated thereby. 302,886,770 votes or 89% of the votes have been voted in favor of this proposal. 35,302,275 votes or 10% have been voted against this proposal. 469,339 votes have abstained.
I hereby declare that the STRK amendment has been ratified.
On proposal five, the approval and the adoption of the amendment and the restatement of the Certificate of Designations of the company's variable rate Series A perpetual STRC preferred stock provide for two scheduled dividend payment dates per month instead of one. Approximately 338,129,085 Class A and B stocks voted in favor or 99% have been voted in favor of this proposal. 371,319 Class A and B stocks voted in favor or against rather, 0.011 have been voted against this proposal. 157,984 Class A and B stocks have abstained. 44,607,777 STRC stocks or 96% have been voted in favor of this proposal. 1,186,743 STRC stocks or 2.7% have been voted against this proposal, 466,255 STRC stocks vote have been abstained. That is all for the preliminary report, Mr. Secretary.
I hereby declare that the STRC amendment has been approved and adopted. There is no further business to be considered at this meeting. The meeting is adjourned.
Thank you, Thomas. Thank you, everyone, for joining Strategy's 2026 annual meeting of stockholders. 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.