Analysis: Michael Saylor's voting control of MicroStrategy has fallen below 50%

Odaily Planet Daily Report: Analysis points out that MicroStrategy Executive Chairman Michael Saylor has lost voting control over the company. For most of the company's history, the dual-class share structure has separated ownership and voting rights. As of October 21, Saylor held 51.7% of MicroStrategy's total voting rights in common stock. Specifically, Saylor's overwhelming control of Class B common stock, which has a 10:1 voting ratio over Class A shareholders, means that even as his equity exposure decreases as a percentage, he can still maintain majority control. Because one person controls the management of the company and unilaterally makes decisions (such as shifting the company's focus from software to buying Bitcoin), Nasdaq has defined MicroStrategy as a "controlled company." According to Nasdaq governance rules, a controlled company does not need to have an independent board of directors, independent compensation or nomination committee, or independent nominations. MicroStrategy also does not need to have independent directors decide Saylor's compensation or the compensation of advisors, legal counsel, and other consultants. However, as MicroStrategy has issued a large amount of stock and debt to purchase Bitcoin, Saylor's voting control is now less than 50%. Although Class B shares have 10 times the voting rights of Class A shares, the company has issued so many Class A shares that their voting rights now exceed those of Class B shares. About a week ago, MicroStrategy established a new MicroStrategy Board Nomination Committee, led by Carl J. Rickertsen, and adopted a new Nomination Committee Charter. More details on Rickertsen's nomination and the powers granted by the new company charter will be disclosed in future SEC filings, no later than the company's next quarterly report (scheduled for mid-February 2025). As of the time of writing, MicroStrategy's market capitalization is $111 billion, and it holds $31 billion worth of Bitcoin. (Protos)