8-K
Take-Two Interactive Software, Inc.
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SEC Document
SEC Filing
TAKE TWO INTERACTIVE SOFTWARE INC NY false 0000946581 0000946581 2022-09-16 2022-09-16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2022

 

 

TAKE-TWO INTERACTIVE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34003   51-0350842

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

110 West 44th Street

New York, New York

  10036
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (646) 536-2842

Registrant’s Former Name or Address, if changed since last report: N/A

 

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock, $.01 par value   TTWO   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07

Submission of Matters to a Vote of Security Holders.

On September 16, 2022, Take-Two Interactive Software, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) virtually via live audio-only webcast. As of the record date for the Annual Meeting, the Company had 166,488,617 shares of its common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding. At the Annual Meeting, 131,798,582 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 2023 and until their respective successors have been duly elected and qualified were as follows:

 

   

For

 

Against

 

Abstain

 

Broker Non-Votes

Strauss Zelnick

  110,664,687   8,624,719   766,136   11,743,040

Michael Dornemann

  108,554,395   11,046,192   454,955   11,743,040

William “Bing” Gordon

  117,814,782   1,791,394   449,366   11,743,040

Roland Hernandez

  117,100,874   2,499,697   454,971   11,743,040

J Moses

  100,778,356   13,394,315   5,882,871   11,743,040

Michael Sheresky

  93,544,925   26,054,980   455,637   11,743,040

Ellen Siminoff

  119,405,855   203,729   445,958   11,743,040

LaVerne Srinivasan

  116,075,944   3,529,704   449,894   11,743,040

Susan Tolson

  119,100,709   507,025   447,808   11,743,040

Paul Viera

  119,348,269   251,791   455,482   11,743,040

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 2023 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

50,307,452   69,278,724   469,366   11,743,040

The advisory approval of executive compensation did not receive the affirmative vote of a majority of the votes cast in a non-binding vote. Stockholder feedback has helped the Company’s board of directors (the “Board”) design a compensation program that aligns pay with performance, and enables the Company to attract and retain the key talent necessary to deliver on the Company’s strategic objectives. The Company looks forward to engaging further with its stockholders, and the Board will consider the advisory vote to ensure that the Company’s approach to compensation continues to align management incentives with the interests of its stockholders.

3.    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, 2023, were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

129,149,788   2,165,834   482,960   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, 2023 was duly ratified by our stockholders.

 


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 19, 2022