Summary
Take-Two Interactive Software, Inc. (TTWO) filed an 8-K on February 23, 2007, detailing remedial actions following an investigation into its stock option practices. The company's Board of Directors has adopted best practices for granting and documenting stock options. A Special Committee found that certain stock options issued to independent directors were improperly dated. As a result, TTWO entered into agreements with five independent directors: Robert Flug, Oliver R. Grace, Jr., Todd Emmel, Steven Tisch, and Mark Lewis. Under these agreements, directors who had exercised improperly dated options will remit after-tax gains to the company. For unexercised options, the exercise price has been re-priced to an appropriate level. Additionally, Steven Tisch announced he will not seek re-election as a director at the upcoming annual meeting.
Key Highlights
- 1Take-Two Interactive Software (TTWO) is implementing remedial measures for stock option practices following an internal investigation.
- 2A Special Committee identified improperly dated stock options granted to independent directors.
- 3Agreements have been reached with five independent directors (Flug, Grace, Emmel, Tisch, Lewis) to rectify issues.
- 4Independent directors who exercised improperly dated options will return after-tax gains to the company.
- 5Unexercised, improperly dated stock options held by these directors have been re-priced to a corrected exercise price.
- 6Steven Tisch will not seek re-election as a director at the company's next annual meeting.
- 7The filing includes the agreement document with the independent directors as an exhibit.