0001193125-12-104650.txt : 20120309 0001193125-12-104650.hdr.sgml : 20120309 20120308194514 ACCESSION NUMBER: 0001193125-12-104650 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120305 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120309 DATE AS OF CHANGE: 20120308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROSTRATEGY INC CENTRAL INDEX KEY: 0001050446 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 510323571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24435 FILM NUMBER: 12678690 BUSINESS ADDRESS: STREET 1: 1850 TOWERS CRESCENT PLAZA CITY: TYSONS CORNER STATE: VA ZIP: 22182 BUSINESS PHONE: 7038488600 MAIL ADDRESS: STREET 1: 1850 TOWERS CRESCENT PLAZA CITY: TYSONS CORNER STATE: VA ZIP: 22182 8-K 1 d312951d8k.htm FORM 8-K Form 8-K

 

 

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): March 5, 2012

 

 

MICROSTRATEGY INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-24435   51-0323571

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

1850 Towers Crescent Plaza

Tysons Corner, Virginia

   22182
(Address of principal executive offices)   (Zip Code)

Registrant’s 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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 5, 2012, the Compensation Committee of MicroStrategy Incorporated (the “Company”) established a formula (the “2012 Bonus Formula”) for determining the eligible bonus amount with respect to the performance of the Company’s Chief Executive Officer, Michael J. Saylor, during the fiscal year ending December 31, 2012. The 2012 Bonus Formula provides for an eligible bonus amount calculated using graduated rates based on the Company’s diluted earnings per share (“DEPS”) for the fiscal year ending December 31, 2012, as follows:

 

  •  

$400,000 per dollar of DEPS for the first dollar of DEPS, plus

 

  •  

$500,000 per dollar of DEPS for the second dollar of DEPS, plus

 

  •  

$600,000 per dollar of DEPS for each dollar of DEPS over $2.

Mr. Saylor’s maximum cash bonus amount pursuant to the 2012 Bonus Formula is $4,800,000. The Compensation Committee has the discretion to award a cash bonus amount lower than the eligible bonus amount calculated using the 2012 Bonus Formula.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 8, 2012   MicroStrategy Incorporated
    (Registrant)
  By:  

/s/ Douglas K. Thede

  Name:   Douglas K. Thede
  Title:   Executive Vice President, Finance & Chief Financial Officer