On June 20, 2019, the Board of Directors (the “Board”) of Take-Two Interactive Software, Inc. (the “Company”) approved an amendment and restatement of the Company’s By-Laws to change the standard for uncontested director elections from a plurality voting standard to a majority vote standard. The amended and restated By-Laws require that, in uncontested elections, directors be elected only if the number of votes which are cast “for” his or her election exceed the number of votes “against” his or her election and to modify our existing director resignation policy to be consistent with this majority vote requirement. The By-Laws, as so amended, require each incumbent nominee who does not receive the requisite majority vote in an uncontested election to promptly tender his or her resignation following certification of the stockholder vote. Our Board will then decide whether to accept the resignation, based on the recommendation of the corporate governance committee, within 90 days following certification of the stockholder vote and will disclose its determination and its reasoning in a filing with the Securities and Exchange Commission. A plurality voting standard remains applicable to any election in which the number of director nominees is greater than the number of director positions open for election.