Sector: Information Technology
STRATEGY INC CLASS A · Meeting: June 8, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eight Directors
Saylor has served since 1989 and the company's 3-year price return of +480.8% vastly outperforms XLK's +113.6% over the same period by +367.2 percentage points, well above the 65pp trigger threshold for strong positive absolute TSR, so no TSR-based concern applies; no overboarding, attendance, or independence issues identified.
Le has served as a director since 2022 and the company's 3-year TSR outperforms XLK by +367.2 percentage points, far exceeding the 65pp threshold required to trigger an against vote; no overboarding or attendance issues identified.
Brooks joined the board in December 2024, which is within the 24-month new-director exemption period, so no TSR trigger applies; he brings extensive digital assets, banking regulation, and legal experience directly relevant to Strategy's bitcoin treasury business model.
Dietze joined the board in December 2024, within the 24-month new-director exemption period, so no TSR trigger applies; she brings deep investment management and digital asset experience and serves on the audit committee with relevant financial expertise.
Graham has served since 2014 and the company's 3-year TSR outperforms XLK by +367.2 percentage points, far above the 65pp trigger threshold; he chairs the audit committee and is designated as the audit committee financial expert, with a long background in finance and public company governance.
Patten has served since 2004 and the company's 3-year TSR outperforms XLK by +367.2 percentage points, far above the 65pp trigger threshold; he serves on both audit and compensation committees and brings broad operational and finance expertise.
Rickertsen has served since 2002 and the company's 3-year TSR outperforms XLK by +367.2 percentage points, far above the 65pp trigger threshold; he chairs the compensation committee and brings extensive private equity, capital markets, and public company board experience; no overboarding concern — his current public board seats (Strategy, Magnera Corp., Hut 8 Corp., and two Apollo closed-end funds) total four public company seats, but Apollo closed-end funds are investment trusts rather than operating companies and he chairs the Nominating Committee as the sole member, which is common for smaller boards.
Winiarski joined the board in December 2024, within the 24-month new-director exemption period, so no TSR trigger applies; he brings deep legal and public company board experience and serves on the audit committee.
All eight director nominees receive a FOR vote. The company's 3-year price return of +480.8% outperforms the company-specified XLK benchmark by +367.2 percentage points, far exceeding the 65pp trigger threshold applicable under the strong-positive TSR tier, so no TSR-based concern is triggered for any director. The three directors who joined in December 2024 (Brooks, Dietze, Winiarski) are within the 24-month new-director exemption regardless. No overboarding, attendance, independence, or familial relationship issues were identified for any nominee.
CEO
Phong Q. Le
Total Comp
$13,784,204
Prior Support
N/A
CEO Phong Le's total compensation of $13,784,204 is elevated for a software company of Strategy's revenue scale but is directionally defensible given the company's $58 billion market cap and the dual enterprise-software/bitcoin-treasury business model; the company's 3-year price return of +480.8% massively outperforms XLK (+113.6%), demonstrating strong pay-for-performance alignment on the variable equity side. The annual cash bonus is discretionary with no hard, pre-set financial targets, which is a structural concern, but the proxy discloses specific operational and financial goals management recommended the committee consider, bonuses were paid at approximately 90-95% of target, and the overall equity-heavy pay mix (stock options, RSUs, and performance stock awards tied to relative TSR vs. the Nasdaq Composite Index) means the majority of realizable pay is linked to long-term stock performance. The company has a compliant clawback policy adopted in October 2023, and the compensation structure was approved by shareholders at the 2023 annual meeting; on balance, the strong TSR outperformance and predominantly equity-based pay structure support a FOR vote despite the discretionary bonus concern.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$6,688,795
Non-Audit Fees
$0
KPMG charged $6,688,795 in audit fees for 2025 and zero in non-audit fees, so the non-audit ratio is 0% — well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy so no tenure trigger can be applied under policy. KPMG is a Big 4 firm fully adequate for a company of Strategy's size and complexity. No material restatements were identified.
2 proposals submitted by shareholders
Proposal 4
This is a board-sponsored charter amendment seeking ratification under Delaware law of a certificate amendment to the STRK preferred stock that was already filed in July 2025; the amendment corrects the liquidation preference to reflect the intended economic terms of the instrument as originally structured and sold to investors. Ratifying this amendment preserves the intended terms for existing STRK holders and removes legal uncertainty around a technical filing issue — this is a housekeeping correction rather than a change that disadvantages shareholders. There is no shareholder-unfriendly governance entrenchment involved, and the board's rationale (preserving intended economics, supporting capital structure flexibility) is straightforward and credible.
Proposal 5
This board-sponsored charter amendment would change the STRC preferred stock dividend payment schedule from monthly to semi-monthly (twice per month), which the company states will enhance liquidity, trading efficiency, and reinvestment timing for STRC holders. This is a narrow, pro-holder operational improvement to a capital structure instrument and does not harm common stockholders or entrench management; it is consistent with the company's stated strategy of improving its Digital Credit platform. The proposal also requires approval by a majority of STRC shareholders voting separately, providing an additional layer of protection for the affected security holders.
Strategy's 2026 annual meeting ballot contains five proposals — director elections, auditor ratification, say-on-pay, and two board-sponsored charter amendments for its preferred stock instruments. All proposals receive a FOR vote: the company's extraordinary 3-year total return of +480.8% versus XLK's +113.6% clears every director TSR threshold by a wide margin, KPMG's fee structure is clean with zero non-audit fees, CEO pay is elevated but defensible given the company's market cap and outperformance, and the two charter amendment proposals are narrow housekeeping or investor-friendly operational improvements to the preferred stock capital structure.
1 companies disclosed in 2026 proxy filing
