Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 8-K Current Report HTML 72K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 26K
3: EX-10.1 Material Contract HTML 163K
4: EX-10.2 Material Contract HTML 60K
5: EX-10.3 Material Contract HTML 60K
6: EX-99.1 Miscellaneous Exhibit HTML 17K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
The
board
of directors of Take-Two Interactive Software, Inc. (the
“corporation”)
desires
to amend the Amended and Restated By-laws of the corporation, effective
February 14, 2008, as follows:
1.
Article II of the By-laws is hereby amended by adding the following text at
the
end thereof:
“Section
12.
A. Annual
Meetings of Stockholders.
1. Nominations
of persons for election to the board of directors and the proposal of business
to be considered by the stockholders may be made at an annual meeting of
stockholders only (a) pursuant to the corporation’s notice of meeting (or any
supplement thereto), (b) by or at the direction of the board of directors or
(c)
by any stockholder of the corporation who was a stockholder of record at the
time of giving of notice provided for in this Section 12, who is entitled to
vote at the meeting and who complies with the notice procedures set forth in
this Section 12.
2. For
nominations or other business to be properly brought before an annual meeting
by
a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 12,
the
stockholder must have given timely notice thereof in writing to the secretary
of
the corporation and such other business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder’s notice shall be delivered to
the secretary at the principal executive offices of the corporation not later
than the close of business on the ninetieth (90th) day nor earlier than the
close of business on the one hundred twentieth (120th) day prior to the first
anniversary of the date of the preceding year’s annual meeting of stockholders;
provided, however, that (I) if either (x) the date of the annual meeting is
more
than thirty (30) days before or more than thirty (30) days after such
anniversary date, or (y) no annual meeting of stockholders was held in the
previous year, notice by the stockholder to be timely must be so delivered
not
earlier than the close of business on the one hundred twentieth (120th) day
prior to such annual meeting and not later than the close of business on the
later of (A) the ninetieth (90th) day prior to such annual meeting and (B)
the
close of business on the tenth (10th) day following the date on which notice
of
the date of the meeting is given to stockholders or made public, whichever
occurs first, and (II) with respect to the annual meeting of stockholders to
be
held in 2008, notice by the stockholder to be timely must be so delivered not
later than the close of business on the tenth (10th) day following the date
on
which notice of this amendment to the by-laws was made public. Such
stockholder’s notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director, (i) all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) and Rule 14a-11 thereunder; (ii) such person’s
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected. and (iii) a statement whether such person,
if
elected, intends to tender, promptly following such person's election or
re-election, an irrevocable resignation effective upon such person's failure
to
receive the required vote for re-election at the next meeting at which such
person would face re-election and upon acceptance of such resignation by the
board of directors, in accordance with the Corporate Governance Guidelines
of
the corporation; (b) as to any other business that the stockholder proposes
to
bring before the meeting, the text of the proposal or business (including the
text of any resolutions proposed for consideration and in the event that such
business includes a proposal to amend the by-laws of the corporation, the
language of the proposed amendment), the reasons for conducting such business
at
the meeting and any material interest in such business of such stockholder
and
the beneficial owner, if any, on whose behalf the nomination or proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the corporation’s books, and of
such beneficial owner, (ii) the class and number of shares of capital stock
of
the corporation which are owned beneficially and of record by such stockholder
and such beneficial owner, (iii) a representation that the stockholder is a
holder of record of stock of the corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to propose such
business or nomination, and (iv) a representation whether the stockholder or
the
beneficial owner, if any, intends or is part of a group which intends (a) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the corporation’s outstanding capital stock required to approve or
adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies
from stockholders in support of such proposal or nomination. The foregoing
notice requirements shall be deemed satisfied by a stockholder if the
stockholder has notified the corporation of his or her intention to present
a
proposal at an annual meeting in compliance with Rule 14a-8 (or any successor
thereof) promulgated under the Exchange Act and such stockholder’s proposal has
been included in a proxy statement that has been prepared by the corporation
to
solicit proxies for such annual meeting. The corporation may require any
proposed nominee to furnish such other information as it may reasonably require
to determine the eligibility of such proposed nominee to serve as a director
of
the corporation
3. Notwithstanding
anything in the second sentence of paragraph (A)(2) of this Section 12 to the
contrary, in the event that the number of directors to be elected to the board
of directors of the corporation is increased and there is no public announcement
by the corporation naming all of the nominees for director or specifying the
size of the increased board of directors at least one hundred (100) days prior
to the first anniversary of the date of the preceding year’s annual meeting of
stockholders (or, if the annual meeting is held more than thirty (30) days
before or thirty (30 days after such anniversary date, at least one hundred
(100) days prior to such annual meeting), a stockholder’s notice required by
this Section 12 shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the secretary at the principal executive office of the corporation
not later than the close of business on the tenth (10th) day following the
day
on which such public announcement is first made by the corporation.
B. Special
Meetings of Stockholders. Only such business shall be conducted at a special
meeting of stockholders as shall have been brought before the meeting pursuant
to the corporation’s notice of meeting. Nominations of persons for election to
the board of directors may be made at a special meeting of stockholders at
which
directors are to be elected pursuant to the corporation’s notice of meeting (a)
by or at the direction of the board of directors or (b) provided that the board
of directors has determined that directors shall be elected at such meeting,
by
any stockholder of the corporation who is a stockholder of record at the time
notice provided for in this Section 12 is delivered to the secretary of the
corporation, who is entitled to vote at the meeting and upon such election,
who
complies with the notice procedures set forth in this Section 12. If the
corporation calls a special meeting of stockholders for the purpose of electing
one or more directors to the board of directors, any such stockholder entitled
to vote in such election of directors may nominate a person or persons (as
the
case may be), for election to such position(s) as specified in the corporation’s
notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of
this Section 12 shall be delivered to the secretary at the principal executive
offices of the corporation not earlier than the close of business on the one
hundred twentieth (120th) day prior to such special meeting and not later than
the later of (x) the close of business of the ninetieth (90th) day prior to
such
special meeting or (y) the close of business of the tenth (10th) day following
the day on which public announcement is first made of the date of such special
meeting and of the nominees proposed by the board of directors to be elected
at
such meeting. In no event shall the public announcement of an adjournment or
postponement of a special meeting commence a new time period (or extend any
time
period) for the giving of a stockholder’s notice as described
above.
C. General.
1. Only
such
persons who are nominated in accordance with the procedures set forth in this
Section 12 shall be eligible to be elected at an annual or special meeting
of
stockholders of the corporation to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this Section
12. Except as otherwise provided by law, the certificate of incorporation or
these by-laws, the chairman of the meeting shall have the power and duty (a)
to
determine whether a nomination or any business proposed to be brought before
the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this Section 12 (including whether the stockholder
or
beneficial owner, if any, on whose behalf the nomination or proposal is made
solicited (or is part of a group which solicited) or did not so solicit, as
the
case may be, proxies in support of such stockholder’s nominee or proposal in
compliance with such stockholder’s representation as required by clause
(A)(2)(c)(iv) of this Section 12) and (b) if any proposed nomination or business
was not made or proposed in compliance with this Section 12, to declare that
such nomination shall be disregarded or that such proposed business shall not
be
transacted. Notwithstanding the foregoing provisions of this Section 12(C),
if
the stockholder (or a qualified representative of the stockholder) does not
appear at the annual or special meeting of stockholders of the corporation
to
present a nomination or business, such nomination shall be disregarded and
such
proposed business shall not be transacted, notwithstanding that proxies in
respect of such vote may have been received by the corporation.
2. The
board
of directors of the corporation shall be entitled to make such rules or
regulations for the conduct of meetings of stockholders as it shall deem
necessary, appropriate, convenient or desirable. Subject to such rules and
regulations of the board of directors, if any, the chairman of the meeting
shall
have the right and authority to prescribe such rules, regulations and
procedures, and to do all such acts as, in the judgment of such chairman, are
necessary, appropriate, convenient or desirable for the proper conduct of the
meeting, including, without limitation, establishing an agenda or order of
business for the meeting, rules and procedures for maintaining order at the
meeting and the safety of those present, limitations on participation in such
meeting to stockholders of record of the corporation and their duly authorized
and constituted proxies, and such other persons as the chairman shall permit,
restrictions on entry to the meeting after the time fixed for the commencement
thereof, limitations on the time allotted to questions or comment by
participants, regulation of the opening and closing of the polls for balloting
on matters which are to be voted on by ballot, and the authority to conclude
or
adjourn the meeting with or without stockholder approval. Unless, and to the
extent, otherwise determined by the board of directors or the chairman of the
meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.
3. For
purposes of this Section 12, “public announcement” and “was made public” shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange Commission pursuant
to
Section 13, 14 and 15(d) of the Exchange Act.
4. Notwithstanding
the foregoing provisions of this Section 12, a stockholder shall also comply
with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth herein. Nothing
in
this Section 12 shall be deemed to affect any rights (i) of stockholders to
request inclusion of proposals in the corporation’s proxy statement pursuant to
Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of
Preferred Stock to elect directors pursuant to any applicable provisions of
the
certificate of incorporation.
Section
13. Prior
to
the holding of each annual or special meeting of the stockholders, one or more
inspectors of election to serve thereat shall be appointed by the board of
directors, or, if the board of directors shall not have made such appointment,
by the chairman of the meeting, the Chief Executive Officer or the President.
If
there shall be a failure to appoint an inspector, or if, at any such meeting,
the inspector or inspectors so appointed shall be absent or shall fail to act
or
the office shall become vacated, the chairman of the meeting may, and at the
request of a stockholder present in person and entitled to vote at such meeting
shall, appoint such inspector or inspectors of election to act thereat. The
inspector or inspectors of election so appointed to act at any meeting of the
stockholders, before entering upon the discharge of their duties, shall be
sworn
faithfully to execute the duties of inspector at such meeting, with strict
impartiality and according to the best of his or her ability, and the oath
so
taken shall be subscribed by such inspector. Such inspector or inspectors of
election shall take charge of the polls, and, after the voting on any question,
shall make a certificate of the results of the vote taken. No director or
candidate for the office of director shall act as an inspector of an election
of
directors. Inspectors need not be stockholders.”
*
* * *
*
Dates Referenced Herein and Documents Incorporated by Reference
