01—Abstract
Summary
Summary of the 10-K/A filed February 25, 2005. Cited figures are marked; the original filing is the authoritative source.
Take-Two Interactive Software, Inc.'s (TTWO) 2005 10-K filing reveals a period of significant executive transition and compensation adjustments.
The company has seen a change in its Chief Executive Officer, with Paul Eibeler stepping into the role in January 2005, following Richard Roedel's tenure. Executive compensation is detailed, showing substantial salaries and bonuses, with significant stock options and restricted stock awards granted, particularly to key executives like Paul Eibeler, Gary Lewis, and Ryan A. Brant.
The company also outlines its director compensation structure, including cash retainers and equity awards. A notable aspect is the significant ownership by institutional investors such as FMR Corp., Wellington Management Company, LLP, J & W Seligman & Co. Incorporated, and Oppenheimer Funds, Inc., collectively holding over 45%a of the company's outstanding common stock as of early 2005. The filing also touches on corporate governance, detailing the Audit Committee members and the company's Code of Ethics.
The company's independent auditor is PricewaterhouseCoopers LLP, with significant fees paid for audit, tax, and other services, which were pre-approved by the Audit Committee. Notably, audit and tax fees for fiscal year 2004 were substantially lower than in fiscal year 2003, which included amounts relating to a financial statement restatement.
02—Key points
Key Highlights
- Paul Eibeler appointed Chief Executive Officer in January 2005, indicating leadership changes.
- Substantial executive compensation packages, including significant salaries, bonuses, stock options, and restricted stock awards, are detailed for key personnel.
- Institutional investors, including FMR Corp. and Wellington Management, hold a significant combined stake of over 45% in the company.
- Richard W. Roedel transitioned from CEO to Chairman and consultant, with a compensation agreement extending through January 2006.
- The company has adopted a Code of Ethics applicable to its principal officers.
- PricewaterhouseCoopers LLP serves as the independent auditor; fees for fiscal 2004 were significantly lower than fiscal 2003, which included costs related to a financial statement restatement.
- Non-employee directors receive a cash retainer, additional committee fees, and restricted stock awards.
03—Questions
Frequently Asked Questions
Who are the key executive officers and directors at Take-Two Interactive Software, Inc. as of the filing date?
As of the filing date (February 25, 2005), key executives include Paul Eibeler (CEO), Karl H. Winters (CFO), and Gary Lewis (Global COO). Richard W. Roedel serves as Chairman. The Board of Directors includes Oliver R. Grace, Jr., Robert Flug, Todd Emmel, Mark Lewis, Steven Tisch, and Barbara Kaczynski, among others.
What is the compensation structure for Take-Two's top executives?
The company provides significant compensation, including base salary, bonuses, restricted stock awards, and stock options. For instance, in fiscal year 2004, executives like Gary Lewis and Ryan A. Brant received substantial salaries and bonuses, along with significant equity awards. The compensation plans are designed to incentivize performance, with some bonuses and salary components tied to achieving financial and performance targets.
Who are the major shareholders of Take-Two Interactive Software, Inc.?
As of February 11, 2005, significant institutional investors held substantial stakes. FMR Corp. owned 14.4%, Wellington Management Company, LLP owned 11.8%, J & W Seligman & Co. Incorporated owned 11.5%, and Oppenheimer Funds, Inc. owned 9.7% of the outstanding common stock.
What is the role and independence of the Audit Committee?
The Audit Committee is comprised of independent directors, including Barbara Kaczynski (Chair), Oliver R. Grace, Jr., Robert Flug, and Todd Emmel. Ms. Kaczynski qualifies as a 'financial expert.' The committee is responsible for overseeing the company's accounting and financial reporting processes and the audit of its financial statements. All services provided by the independent auditor are pre-approved by the Audit Committee.
04—Continue