Ratification of the 2025 amendment to the STRK preferred stock designations

The matter

Holders are asked to ratify, under Section 204 of the Delaware General Corporation Law, the July 7, 2025 filing and effectiveness of a certificate of amendment to the certificate of designations for the company's 8.00 percent Series A Perpetual Strike Preferred Stock, together with the resulting change to that stock's liquidation preference. A 2025 Delaware Court of Chancery suit claimed common holders should have voted on that amendment. The board adopted ratification resolutions on April 15, 2026 and is now putting the amendment to a stockholder vote.

Standard at the meeting

Majority of the voting power of the outstanding shares of common stock, voting together as a single class

An abstention

counts as a vote against

A broker non-vote

counts as a vote against

Routine for brokers

no

Read from that filing/where the two differ, the filing governs/the board recommendation is context and changes no record

Intent, not a shareholder vote/weights are re-read at the cutoff, and can only fall