UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On November 1, 2021, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of MicroStrategy Incorporated (the “Company”) established certain new compensation arrangements for Michael J. Saylor, the Company’s Chief Executive Officer, as described below.
Effective on January 1, 2014, the Compensation Committee established a CEO security program pursuant to which the Company pays for various costs related to the provision of security to Mr. Saylor (the “CEO Security Program”). The CEO Security Program initially provided that the total costs to the Company of such program, together with any associated tax gross-up payments to Mr. Saylor, would not exceed $950,000 in any given calendar year (the “CEO Security Program Cap”). On November 1, 2021, the Compensation Committee authorized the Company to raise the CEO Security Program Cap to $1,400,000 for each calendar year, starting with 2021.
In addition, the Compensation Committee amended the Company’s policy governing the use of Company aircraft (the “Aircraft Use Policy”) to eliminate (i) the 50% cap on the total number of hours that the Company aircraft may be used annually for non-business use and (ii) the annual 200 flight hour cap on non-business use of the Company aircraft, with such amendments effective as of 2021.
The arrangements described above may result in imputed compensation to Mr. Saylor. To the extent that the payment of costs by the Company under the CEO Security Program or Mr. Saylor’s use of aircraft under the Aircraft Use Policy result in imputed compensation to Mr. Saylor, the Compensation Committee authorized the Company to pay (or withhold and pay to the appropriate taxing authority on behalf of) Mr. Saylor a “tax gross-up” approximating his (i) federal and state income and payroll taxes on any compensation imputed to Mr. Saylor in connection with such arrangements plus (ii) federal and state income and payroll taxes that Mr. Saylor may incur as a result of the payment of taxes by the Company with respect to the imputed compensation, subject to the CEO Security Program Cap, as applicable.
SIGNATURE
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 hereunto duly authorized.
| Date: November 3, 2021 | MicroStrategy Incorporated (Registrant) | |||||
| By: | /s/ W. Ming Shao | |||||
| Name: | W. Ming Shao | |||||
| Title: | Senior Executive Vice President & General Counsel | |||||
Document and Entity Information |
Nov. 01, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | MICROSTRATEGY Inc |
| Amendment Flag | false |
| Entity Central Index Key | 0001050446 |
| Document Type | 8-K |
| Document Period End Date | Nov. 01, 2021 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 0-24435 |
| Entity Tax Identification Number | 51-0323571 |
| Entity Address, Address Line One | 1850 Towers Crescent Plaza |
| Entity Address, City or Town | Tysons Corner |
| Entity Address, State or Province | VA |
| Entity Address, Postal Zip Code | 22182 |
| City Area Code | (703) |
| Local Phone Number | 848-8600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A common stock, par value $0.001 per share |
| Trading Symbol | MSTR |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |