Total dividends would not change, but STRC's record dates would go from 24 a year to 365 and the other three series from four to 365. Proposal 1 needs a majority of all outstanding common voting power, and the proxy puts Michael Saylor's share of it at 32.9%.
Strategy asked its common shareholders on Friday, September 25 to let four series of perpetual preferred stock accrue and pay dividends on every calendar day. The preliminary proxy statement filed with the Securities and Exchange Commission sets a virtual special meeting for October 28 at 10 a.m. Eastern, with September 25 as the record date for voting.
STRC, the variable-rate Stretch series, pays twice a month today. Under the amendments its record dates become every calendar day from November 1, with the first payment landing on November 2 because November 1 is a Sunday. STRF, STRK and STRD pay quarterly; their daily record dates would start on January 1, 2027, and their first payment falls on January 4, the next business day after the holiday and the weekend that follows it.
None of this pays holders more. The filing states that the amendments “do not increase or decrease the total amount of regular dividends payable on the STRF Stock, the STRC Stock, the STRK Stock or the STRD Stock.” What changes is how often the money moves. STRC would go from 24 record dates a year to 365, and the three quarterly series from four to 365, about 91 times as many. Daily amounts are rounded down to the nearest cent, except on the 15th and month-end record dates, so each semi-monthly period still accrues in full.
The reason the board gives is the accrued dividend sitting inside the share price. Between record dates a preferred share carries dividend that has been earned but not paid, and the price gives that back when the share goes ex-dividend. The filing says more frequent record dates and payments are intended “to reduce dividend-related timing considerations” and “to reduce the amount of accrued dividend value.” Paying daily shrinks the amount that can pile up before it is handed over.
There is a prior data point for that mechanism in the same instrument. Unchained, reading the filing, reports that STRC's median price drop on ex-dividend dates fell to 0.36% under semi-monthly payments from 0.49% under monthly ones. That is the scale of the effect the board is now proposing to shrink further, not a promise about what daily payments would do.
Strategy has been spending heavily on STRC itself. The company had repurchased $635 million of STRC by the end of August and it was still trading below par, and in the week to August 30 it put $151.8 million into STRC buybacks and $50.7 million into STRC dividends out of a $602.8 million equity raise, as MiningPool reported when Strategy returned to buying bitcoin at the start of September.
The approval threshold is higher than the one on an ordinary ballot item. Proposal 1 requires, in the filing's words, “the affirmative vote of the holders of a majority of the voting power of all outstanding Common Stock,” which means a majority of everything outstanding rather than a majority of the votes cast, so shares that abstain or never vote count against it. At the record date there were 400,856,753 Class A shares carrying one vote each and 19,640,250 Class B shares carrying ten, or 597,259,253 votes in total, putting the threshold at about 298.6 million. The proxy puts Michael Saylor's share of the voting power at 32.9%, roughly 196.5 million votes on those figures, about two thirds of the threshold, so the rest has to come from other holders.
The holders whose dividends are being rescheduled have no say in it. The filing records that the preferred series have voting rights on certain specified matters but none on the proposals at this meeting. As of September 15 there were 94,558,175 STRC shares outstanding, against 12,839,689 STRF, 14,020,744 STRK and 14,024,221 STRD.
Two conditions sit on all of it. This is a preliminary proxy, so the terms can change before a definitive version is filed, and the dividends themselves still depend on the board declaring them and remain subject to the deferral provisions already in the certificates. The filing also says plainly that there “can be no assurance that the Dividend Amendments will result in increased liquidity, enhanced trading or any other anticipated benefit.”
A second proposal on the ballot asks shareholders for authority to adjourn the meeting and solicit more proxies if Proposal 1 does not have the votes on the day.
