Take-Two Interactive Software Inc.

09/19/2025 | Press release | Archived content

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of Amendment and Restatement of the 2017 Stock Incentive Plan
On September 18, 2025, 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) increases the shares reserved under the 2017 Plan by 5,200,000 shares, and (ii) extends the term of the 2017 Plan to September 18, 2035. No other changes were made to the 2017 Plan.
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 28, 2025, and is incorporated by reference herein as Exhibit 10.1.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On September 18, 2025, the Company held its Annual Meeting virtually via live audio-only webcast. As of the record date for the Annual Meeting, the Company had 184,467,164 shares of its common stock, par value $0.01 per share (the "Common Stock"), issued and outstanding. At the Annual Meeting, 162,145,195 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 2026 and until their respective successors have been duly elected and qualified were as follows:
For Against Abstain Broker Non-Votes
Strauss Zelnick 142,729,073 8,084,221 456,370 10,875,531
Michael Dornemann 144,054,665 7,116,511 98,488 10,875,531
William "Bing" Gordon 150,203,490 963,168 103,006 10,875,531
Roland Hernandez 145,498,616 5,668,962 102,086 10,875,531
J Moses 143,237,874 7,930,906 100,884 10,875,531
Michael Sheresky 137,277,231 13,891,235 101,198 10,875,531
Ellen Siminoff 149,847,879 1,196,570 225,215 10,875,531
LaVerne Srinivasan 150,994,952 172,452 102,260 10,875,531
Susan Tolson 147,342,990 3,824,847 101,827 10,875,531
Paul Viera 150,937,214 229,604 102,846 10,875,531
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 2026 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
143,533,691 7,442,714 293,259 10,875,531
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.
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3.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
117,302,742 33,862,767 104,155 10,875,531
Based on the votes set forth above, the amendment and restatement of the 2017 Plan was duly approved and adopted by our stockholders.
4.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, 2026, were as follows:
For Against Abstain Broker Non-Votes
157,919,059 4,107,604 118,532 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, 2026, was duly ratified by our stockholders.
Take-Two Interactive Software Inc. published this content on September 19, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 23, 2025 at 15:09 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]