UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 21, 2023, the stockholders of Take-Two Interactive Software, Inc. (the “Company”) approved and adopted an amendment and restatement of the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (the “2017 Plan”) at the Company’s annual meeting of stockholders (the “Annual Meeting”). Additional information regarding the results of the Company’s Annual Meeting is set forth below in this Report under Item 5.07.
The amendment and restatement of the 2017 Plan (i) reduces the number of shares reserved thereunder that were assumed by the Company in connection with its acquisition of Zynga Inc. (the “Zynga Assumed Shares”), which may only be issued to limited employees of the Company as contemplated by Nasdaq Listing Rule 5635(c), from 9,123,694 shares to 0 shares, (ii) increases the shares reserved under the 2017 Plan by 5,500,000 shares, which will be issuable to all of the Company’s eligible employees, and (iii) modifies the share recycling provisions of the 2017 Plan with respect to shares underlying outstanding awards that were assumed by the Company in connection with its acquisition of Zynga Inc. or issued using the Zynga Assumed Shares following the acquisition of Zynga Inc. (the “Zynga Assumed Awards”), such that the Zynga Assumed Awards may be recycled for issuances to the Company’s entire employee base, rather than only to limited employees of the Company as contemplated by Nasdaq Listing Rule 5635(c), if forfeited.
The foregoing description of the amendment and restatement of the 2017 Plan is qualified in its entirety by the full text of the 2017 Plan, as amended and restated, which is attached as Annex B to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 27, 2023, and is incorporated by reference herein as Exhibit 10.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 21, 2023, the Company held its Annual Meeting virtually via live audio-only webcast. As of the record date for the Annual Meeting, the Company had 169,831,017 shares of its common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding. At the Annual Meeting, 147,957,913 shares of Common Stock were represented in person or by proxy. The following matters were submitted to a vote of the stockholders at the Annual Meeting.
1. Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2024 and until their respective successors have been duly elected and qualified were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Strauss Zelnick |
129,573,808 | 7,370,720 | 79,170 | 10,934,215 | ||||||||||||
| Michael Dornemann |
132,303,617 | 4,655,282 | 64,799 | 10,934,215 | ||||||||||||
| William “Bing” Gordon |
135,062,836 | 1,895,267 | 65,595 | 10,934,215 | ||||||||||||
| Roland Hernandez |
135,074,291 | 1,882,576 | 66,831 | 10,934,215 | ||||||||||||
| J Moses |
130,853,891 | 6,104,267 | 65,540 | 10,934,215 | ||||||||||||
| Michael Sheresky |
130,722,306 | 6,235,650 | 65,742 | 10,934,215 | ||||||||||||
| Ellen Siminoff |
135,667,642 | 1,292,741 | 63,315 | 10,934,215 | ||||||||||||
| LaVerne Srinivasan |
135,455,025 | 1,505,116 | 63,557 | 10,934,215 | ||||||||||||
| Susan Tolson |
136,311,512 | 648,868 | 63,318 | 10,934,215 | ||||||||||||
| Paul Viera |
136,666,066 | 285,295 | 72,337 | 10,934,215 | ||||||||||||
Based on the votes set forth above, the foregoing persons were duly elected to serve as directors, for a term expiring at the annual meeting of stockholders in 2024 and until their respective successors have been duly elected and qualified.
2. Advisory votes regarding the approval of the compensation of the named executive officers were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 119,621,668 | 17,294,978 | 107,052 | 10,934,215 |
Based on the advisory votes set forth above, the compensation of the named executive officers was duly approved, on an advisory basis, by our stockholders.
3. Advisory votes regarding the frequency of the approval of the compensation of the named executive officers were as follows:
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 135,604,842 | 22,402 | 1,325,163 | 71,291 | 10,934,215 |
Based on the advisory votes set forth above, an annual advisory vote on the compensation of the named executive officers was duly approved, on an advisory basis, by our stockholders, and the Company’s Board of Directors has determined that it will hold an annual advisory vote on the compensation of the named executive officers.
4. Votes regarding the approval of the adoption of the amendment and restatement of the 2017 Plan were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 102,971,653 | 33,942,934 | 109,111 | 10,934,215 |
Based on the votes set forth above, the amendment and restatement of the 2017 Plan was duly approved and adopted by our stockholders.
5. Votes regarding ratification of the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the fiscal year ending March 31, 2024, were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 146,503,478 | 1,395,139 | 59,296 | 0 |
Based on the votes set forth above, the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the fiscal year ending March 31, 2024 was duly ratified by our stockholders.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit No. |
Description |
Incorporated by Reference |
Filed Herewith | |||||||
| Form |
Exhibit |
Filing Date | ||||||||
| 10.1 | Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan | DEF 14A | B | July 27, 2023 | ||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TAKE-TWO INTERACTIVE SOFTWARE, INC. | ||
| By: | /s/ Matthew Breitman | |
| Name: | Matthew Breitman | |
| Title: | Senior Vice President, General Counsel Americas & Corporate Secretary | |
Date: September 21, 2023
Document and Entity Information |
Sep. 21, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | TAKE TWO INTERACTIVE SOFTWARE INC |
| Entity Address, State or Province | NY |
| Amendment Flag | false |
| Entity Central Index Key | 0000946581 |
| Document Type | 8-K |
| Document Period End Date | Sep. 21, 2023 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-34003 |
| Entity Tax Identification Number | 51-0350842 |
| Entity Address, Address Line One | 110 West 44th Street |
| Entity Address, City or Town | New York |
| Entity Address, Postal Zip Code | 10036 |
| City Area Code | (646) |
| Local Phone Number | 536-2842 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $.01 par value |
| Trading Symbol | TTWO |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |