MicroStrategy Incorporated

Ticker: MSTR
Meeting date: 24/05/2023
Meeting type: Annual
Proposal Mgt rec Vote
Management proposals
1.1 Elect Director Michael J. Saylor Vote rationale: Diversity contributes to the overall effectiveness of the board and is a sign of an effective nomination process. The board should ensure that it can bring a broad range of perspectives and approaches to its decision-making process. The board should have an appropriate balance of competencies and backgrounds. Global Voting Guidelines Board diversity For Withhold
1.2 Elect Director Phong Q. Le For For
1.3 Elect Director Stephen X. Graham For For
1.4 Elect Director Jarrod M. Patten For For
1.5 Elect Director Leslie J. Rechan For For
1.6 Elect Director Carl J. Rickertsen For For
2 Approve Omnibus Stock Plan For For
3 Advisory Vote to Ratify Named Executive Officers' Compensation Vote rationale: The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration. Global Voting Guidelines CEO remuneration For Against
4 Advisory Vote on Say on Pay Frequency Three years Three years
5 Ratify KPMG LLP as Auditors For For

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