10-K/APeriod: FY2005

TAKE TWO INTERACTIVE SOFTWARE INC Annual Report (Amendment), Year Ended Oct 31, 2005

Filed February 28, 2006For Securities:TTWO

Summary

This 2006 10-K filing for Take-Two Interactive Software, Inc. provides an overview of its executive leadership and compensation, as well as key details on stock ownership and auditor fees. The company's executive team includes Paul Eibeler as CEO, who joined in 2005, and Karl H. Winters as CFO since 2002. The filing details significant compensation packages, including substantial salaries, bonuses, and long-term incentives like restricted stock and options, particularly for the CEO and other key executives. Significant stock ownership is held by institutional investors such as OppenheimerFunds, FMR Corp., and Glenview Capital Management, with smaller percentages held by directors and executive officers. Notably, the company's Audit Committee composition is addressed, with an acknowledgment that it currently lacks a member qualifying as a "financial expert" as defined by federal securities laws, and that they are actively seeking to fill this role. The filing also discloses the significant increase in auditor fees for fiscal year 2005, largely due to the audit of internal controls, with PricewaterhouseCoopers LLP serving as the independent auditor.

Key Highlights

  • 1Paul Eibeler, CEO since January 2005, received total compensation in fiscal year 2005 including a $750,000 salary, $250,000 bonus, and substantial restricted stock awards valued at $2,137,500, reflecting his expanded role.
  • 2Karl H. Winters, CFO, received $385,000 salary, $100,000 bonus, and restricted stock awards valued at $397,800 in fiscal year 2005.
  • 3Richard Roedel, former CEO, received compensation and payments related to his resignation in January 2005.
  • 4Gary Lewis, former Global COO, received substantial compensation in fiscal year 2005 and has an agreement for approximately $500,000 in fiscal year 2006 for a non-compete clause.
  • 5Major institutional investors hold significant stakes: OppenheimerFunds (24.41%), FMR Corp. (12.77%), Glenview Capital Management (11.03%), D.E. Shaw & Co. (8.91%), and Wellington Management (5.23%).
  • 6The company's Board of Directors has determined it currently lacks an Audit Committee member qualifying as a "financial expert" and is seeking to fill this position.
  • 7Independent auditor fees increased significantly from $2,781,000 in 2004 to $8,072,200 in 2005, primarily due to audit of internal controls.

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