MicroStrategy 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 9, 2012
(Exact name of registrant as specified in its charter)
Registrants 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):
On April 9, 2012, MicroStrategy Incorporated (MicroStrategy and collectively with its subsidiaries, the Company) adopted a third amended and restated company aircraft use policy (the Policy). The Policy permits, among other things, certain non-business use of (i) the Bombardier Global Express XRS aircraft owned by the Company (the Global Express), (ii) any aircraft in which the Company has leased a fractional interest (the Fractional Aircraft) and which is managed by NetJets International, Inc. or any of its affiliates (collectively, NetJets), together with all other aircraft managed or provided by NetJets to the extent that the Company uses such other aircraft in connection with the Companys lease of the Fractional Aircraft (collectively, the NetJets Aircraft), and (iii) such other aircraft (A) that the Company may, from time to time, lease or charter, including, without limitation, any aircraft subject to a fractional interest program in which the Company may participate by leasing a fractional interest, and (B) that has been designated by MicroStrategy to be Company Aircraft for purposes of the Policy (collectively with the Global Express and the NetJets Aircraft, Company Aircraft). Company Aircraft are available for non-business use only when such aircraft are not otherwise being used by the Company exclusively for business use.
As revised, the Policy permits non-business use of Company Aircraft by the Chief Executive Officer (the CEO) of MicroStrategy, other officers or employees of the Company to the extent approved by the CEO, and under certain circumstances, non-employee members of MicroStrategys Board of Directors (Outside Directors). Non-business use of Company Aircraft is subject to various limitations, including those described below. During each calendar year:
Flight Hour means a flight hour, or fraction thereof, of Company Aircraft used by the Company as determined, in the case of the NetJets Aircraft, pursuant to the fractional interest program operated by NetJets under which the NetJets Aircraft are managed and may include time for take-off and landing, or, in the case of Company Aircraft other than the NetJets Aircraft, in accordance with such Company Aircrafts flight logs.
The Company is authorized to make tax gross-up payments to Outside Directors and executive officers of MicroStrategy who may incur income or payroll taxes in connection with non-business use of Company Aircraft. The Company is further authorized, at the sole discretion of the CEO, to make such tax gross-up payments to other officers and employees of the Company who may incur income or payroll taxes in connection with non-business use of Company Aircraft. The authorized tax gross-up payment to be paid to (or withheld and paid to the appropriate taxing authority on behalf of) an individual in connection with such individuals non-business use of Company Aircraft will be a cash amount approximating the amount of the individuals (a) federal and state income and payroll taxes (the Income Taxes) on any compensation imputed to such individual in connection with such use plus (b) Income Taxes on the taxes that the individual may incur as a result of the payment of taxes by the Company with respect to the imputed compensation.
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.