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MSTR > SEC Filings for MSTR > Form 8-K on 2-Dec-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Financial Statements and Exhibits

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

(b) On November 29, 2013, Alcantara LLC ("Alcantara") delivered to MicroStrategy Incorporated (the "Company") a stockholder action by written consent removing Sanju K. Bansal from the Company's board of directors, without cause, effective immediately. Alcantara is wholly owned by Michael J. Saylor and is the holder of outstanding shares of capital stock of the Company representing a majority of the votes entitled to be cast at an election of directors. Alcantara took this action by written consent in accordance with Sections 1.11 and 2.2 of the Company's Amended and Restated By-Laws and Section 228 of the General Corporation Law of the State of Delaware.

The foregoing summary is qualified in its entirety by reference to the full text of the written consent, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Company intends to provide notice of such written consent to stockholders who are entitled to receive such notice in accordance with Section 228(e) of the General Corporation Law of the State of Delaware. A copy of such notice is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit                              Description of Exhibit

99.1         Action by Consent of Stockholders, dated November 29, 2013.

99.2         Notice of Action without a Meeting of the Stockholders, dated
             December 2, 2013.

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