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): December 26, 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 December 26, 2012, MicroStrategy Incorporated amended and restated its Performance Incentive Plan to permit the award administrator to accelerate, by up to thirty days, the period in which bonus amounts will be paid under Non-162(m) Awards, to the extent permitted without penalty under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
 “Non-162(m) Awards” are awards granted under such plan that are not intended to qualify as performance-based compensation under Section 162(m) of the Code.

The foregoing summary is qualified in its entirety by reference to the full text of the MicroStrategy Incorporated Amended and Restated Performance Incentive Plan, a copy of which is attached as Exhibit 99.1 hereto

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit
No.

  

Description

99.1    MicroStrategy Incorporated Amended and Restated Performance Incentive Plan


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: December 27, 2012     MicroStrategy Incorporated
   

(Registrant)

    By:  

/s/ Douglas K. Thede

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


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    MicroStrategy Incorporated Amended and Restated Performance Incentive Plan