Current Report Filing (8-k)
February 14 2018 - 5:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 8, 2018
MICROSTRATEGY INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware
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0-24435
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51-0323571
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1850 Towers Crescent Plaza
Tysons Corner, Virginia
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22182
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(703) 848-8600
(Former name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing
is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12 under
the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to
Rule 14d-2(b) under
the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to
Rule 13e-4(c) under
the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of
the Securities Exchange Act of
1934 (§240.12b-2 of
this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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2018 Senior Executive Vice President, Worldwide Sales Compensation Plan
On February 8, 2018, the Compensation Committee of the Board of Directors (the Compensation Committee) of MicroStrategy Incorporated (the
Company) established a performance-based cash bonus plan for David Rennyson, the Companys Senior Executive Vice President, Worldwide Sales, relating to his performance for 2018. Under this plan, Mr. Rennyson is eligible to
receive:
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a cash bonus amount calculated by multiplying 1.0% by the following dollar amount: (1) the amounts payable under contracts executed in 2018 during the twelve months following contract execution attributable to
license, first year maintenance, premium support, incremental term license, incremental cloud license, education services, and 50% of expert services, in each case to the extent relating to transactions sold by the Sales department, minus
(2) the expenses accrued for 2018 of the Sales department for salary, benefits, variable compensation, travel and entertainment, and purchase orders plus expenses accrued for 2018 for other costs of sales originating from
non-Sales
departments that are cross charged to the Sales department, minus (3) a budgeted amount of $19.0 million; and
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a cash bonus amount calculated by multiplying 1.5% by the following dollar amount: (1) the annualized value of the total amounts owed under agreements executed in 2018 for maintenance, premium support, term
license, and cloud, minus (2) a budgeted amount of $300.0 million.
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Mr. Rennysons maximum cash bonus amount pursuant to
this plan is $8.0 million. The Compensation Committee has the discretion to award a cash bonus amount that is lower than the eligible bonus amount calculated pursuant to the plan. The Company is also entitled to recover any bonus paid to
Mr. Rennyson if the Compensation Committee subsequently determines that Mr. Rennyson did not satisfy one or more of the eligibility requirements described in the bonus plan, the amount calculated as the bonus amount payable was incorrect,
or Mr. Rennyson otherwise should not have received the bonus.
The foregoing summary of Mr. Rennysons performance-based cash bonus plan is
qualified by reference to the full text of the plan, a copy of which is filed as Exhibit 99.1 to this Current Report on Form
8-K
and incorporated herein by reference.
2018 Senior Executive Vice President, Worldwide Services Compensation Plan
On February 8, 2018, the Compensation Committee established a performance-based cash bonus plan for Stephen Holdridge, the Companys Senior Executive
Vice President, Worldwide Services, relating to his performance for 2018. Under this plan, Mr. Holdridge is eligible to receive:
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a cash bonus amount calculated by multiplying 1.0% by the following dollar amount: (1) the value of hours worked against customer engagements attributable to consulting and education services delivered by the
Services department in 2018, minus (2) the expenses accrued for 2018 of the Services department for salary, benefits, variable compensation, travel and entertainment, purchase orders, and subcontractor fees, plus expenses accrued for 2018 for
other costs of services originating from
non-Services
departments that are cross charged to the Services department, minus (3) a budgeted amount of negative $19.5 million; and
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a cash bonus amount calculated by multiplying 1.0% by the following dollar amount: (1) the annualized value of the total amounts owed under agreements executed in 2018 for maintenance, premium support, term
license, and cloud, minus (2) a budgeted amount of $300.0 million.
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Mr. Holdridges maximum cash bonus amount pursuant
to this plan is $8.0 million. The Compensation Committee has the discretion to award a cash bonus amount that is lower than the eligible bonus amount calculated pursuant to the plan. The Company is also entitled to recover any bonus paid to
Mr. Holdridge if the Compensation Committee subsequently determines that Mr. Holdridge did not satisfy one or more of the eligibility requirements described in the bonus plan, the amount calculated as the bonus amount payable was
incorrect, or Mr. Holdridge otherwise should not have received the bonus.
The foregoing summary of Mr. Holdridges performance-based cash bonus plan is qualified by reference to
the full text of the plan, a copy of which is filed as Exhibit 99.2 to this Current Report on Form
8-K
and incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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Date: February 14, 2018
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MicroStrategy Incorporated
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(Registrant)
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By:
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/s/ Phong Le
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Name:
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Phong Le
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Title:
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Senior Executive Vice President & Chief Financial Officer
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MicroStrategy (NASDAQ:MSTR)
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