UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 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):  i September 16, 2022

 

TAKE-TWO INTERACTIVE SOFTWARE, INC.

(Exact name of registrant as specified in its charter)

 

 

i Delaware		i 001-34003		i 51-0350842
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

i 110 West 44th Street  i New York,  i New York		i 10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  i (646)  i 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):

 

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

 

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

 

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

 

i ☐	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
i Common Stock, $.01 par value		i TTWO		i 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   i ☐

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