SEC Comment Letter for Strategy (MSTR) — May 21, 2010
Strategy Inc
Date: May 21, 2010 · CIK: 0001050446 · Accession: 0000000000-10-028410
AI Filing Summary & Sentiment
File numbers found in text: 000-24435
Referenced dates: May 11, 2010
Letter
Mail Stop 4561 Via Mail and Facsimile to (703) 848-8610 May 21, 2010 Douglas K. Thede, CFO MicroStrategy Incorporated 1861 International Drive McLean, VA 22102 Re: MicroStrategy Incorporated Form 10-K for Fiscal Ye ar Ended December 31, 2009 Filed February 24, 2010 File No. 000-24435
Dear Mr. Thede:
We have reviewed your filing and your letter dated May 11, 2010, and have the following comments.
Item 10. Directors, Executive Officer s, and Corporate Governance, page 54 (Incorporated by Reference From Proxy Statement Filed April 16, 2010)
Proposal I: Electi on of Directors
Nominees, page 6 1. Future filings should include a more de tailed description of the specific experience, qualifications, attributes or sk ills that led to the conclusion that the each nominee should serve as your director at the time that the disclosure is made, in light of your business and structure. See Item 401(e) of Regulation S-K. Corporate Governance and the Boar d of Directors and Its Committees
Oversight of Risk, page 11
2. We note that your disclosure does not appear to address whether your compensation policies relate to risk-taking incentives. See Item 402(s) of Regulation S-K. Please advise us of the basis for your conclusion that disclosure is not necessary and describe the process you undertook to reach that conclusion.
Douglas K. Thede MicroStrategy Incorporated May 21, 2010 Page 2 Item 11. Executive Compensation, page 54 (Incorporated by Reference From Proxy Statement Filed April 16, 2010) Elements Used to Achieve Compensation Objectives
Cash Bonuses, page 17
3. Explain how core operating income is calculated from your audited financial statements. See Instruction 5 to Item 402(b) of Regulation S-K. To the extent applicable, similar disclosure should be included in future filings. Determining Compensation
Cash Bonuses, page 22
4. Provide a more detailed discussion linki ng how the company’s quarterly operating income performance and annual increase in value of worldwide maintenance contracts resulted in the cash bonus awarde d to Mr. Zolfaghari. To the extent applicable, similar disclosure should be included in future filings. Angel.com Stock Options, page 23
5. Provide a more detailed discussion expl aining the subjective factors Mr. Saylor considered and how they impacted the size of the Angel.com options grants to Messrs. Klein and Thede. To the extent applicable, similar disclosure should be included in future filings.
* * * *
As appropriate, please amend your filing and respond to this comment within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comment and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and response to our comment.
Douglas K. Thede MicroStrategy Incorporated May 21, 2010 Page 3 If you have any questions, please call Evan S. Jacobson at (202) 551-3428. If you have further questions, you may contact me at (202) 551-3462. If you thereafter require further assistance, you may contact the Assist ant Director, Barbara C. Jacobs, at (202) 551-3735. Sincerely,
Mark P. Shuman Branch Chief – Legal
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Mail Stop 4561 Via Mail and Facsimile to (703) 848-8610 May 21, 2010 Douglas K. Thede, CFO MicroStrategy Incorporated 1861 International Drive McLean, VA 22102 Re: MicroStrategy Incorporated Form 10-K for Fiscal Ye ar Ended December 31, 2009 Filed February 24, 2010 File No. 000-24435 Dear Mr. Thede: We have reviewed your filing and your letter dated May 11, 2010, and have the following comments. Item 10. Directors, Executive Officer s, and Corporate Governance, page 54 (Incorporated by Reference From Proxy Statement Filed April 16, 2010) Proposal I: Electi on of Directors Nominees, page 6 1. Future filings should include a more de tailed description of the specific experience, qualifications, attributes or sk ills that led to the conclusion that the each nominee should serve as your director at the time that the disclosure is made, in light of your business and structure. See Item 401(e) of Regulation S-K. Corporate Governance and the Boar d of Directors and Its Committees Oversight of Risk, page 11 2. We note that your disclosure does not appear to address whether your compensation policies relate to risk-taking incentives. See Item 402(s) of Regulation S-K. Please advise us of the basis for your conclusion that disclosure is not necessary and describe the process you undertook to reach that conclusion. Douglas K. Thede MicroStrategy Incorporated May 21, 2010 Page 2 Item 11. Executive Compensation, page 54 (Incorporated by Reference From Proxy Statement Filed April 16, 2010) Elements Used to Achieve Compensation Objectives Cash Bonuses, page 17 3. Explain how core operating income is calculated from your audited financial statements. See Instruction 5 to Item 402(b) of Regulation S-K. To the extent applicable, similar disclosure should be included in future filings. Determining Compensation Cash Bonuses, page 22 4. Provide a more detailed discussion linki ng how the company’s quarterly operating income performance and annual increase in value of worldwide maintenance contracts resulted in the cash bonus awarde d to Mr. Zolfaghari. To the extent applicable, similar disclosure should be included in future filings. Angel.com Stock Options, page 23 5. Provide a more detailed discussion expl aining the subjective factors Mr. Saylor considered and how they impacted the size of the Angel.com options grants to Messrs. Klein and Thede. To the extent applicable, similar disclosure should be included in future filings. * * * * As appropriate, please amend your filing and respond to this comment within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendm ent to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comment and provides any requested information. Detailed co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and response to our comment. Douglas K. Thede MicroStrategy Incorporated May 21, 2010 Page 3 If you have any questions, please call Evan S. Jacobson at (202) 551-3428. If you have further questions, you may contact me at (202) 551-3462. If you thereafter require further assistance, you may contact the Assist ant Director, Barbara C. Jacobs, at (202) 551-3735. Sincerely, Mark P. Shuman Branch Chief – Legal