8-KLeadership ChangesMaterial AgreementsCorporate Changes+2

TAKE TWO INTERACTIVE SOFTWARE INC 8-K Report, Material Agreement (Apr 13, 2007)

Filed April 13, 2007For Securities:TTWO

Summary

Take-Two Interactive Software, Inc. (TTWO) filed an 8-K on April 13, 2007, primarily addressing personnel changes and a material agreement. The company announced the resignation of its Chief Financial Officer, Karl H. Winters, effective April 10, 2007. Mr. Winters will transition to a consulting role for three months and will continue to receive his base salary, target bonus, and health benefits for 18 months post-termination, along with accelerated vesting of equity awards. This separation agreement is a significant event impacting the company's financial leadership and executive compensation. In conjunction with Mr. Winters' departure, Lainie Goldstein was appointed Interim Chief Financial Officer. Ms. Goldstein brings extensive financial experience to the role. Additionally, the company reported a positive development regarding its stock listing, having regained compliance with NASDAQ's listing requirements, ensuring its continued listing on The NASDAQ Global Select Market. The Board of Directors also approved an increase in the maximum size of the Board from seven to eight directors, suggesting potential future expansion or strategic considerations.

Key Highlights

  • 1Karl H. Winters resigned as CFO on April 9, 2007, and his employment terminated April 10, 2007.
  • 2Mr. Winters will serve as a consultant for three months on an as-needed basis for a $25,000 monthly fee.
  • 3Mr. Winters will continue to receive his $405,000 annual base salary, target bonus, and health benefits for 18 months post-termination.
  • 4Vesting requirements for Mr. Winters' prior equity awards will be deemed satisfied.
  • 5Lainie Goldstein appointed Interim CFO, previously Senior Vice President of Finance.
  • 6Take-Two Interactive has regained compliance with NASDAQ listing requirements and its stock will continue to be listed on The NASDAQ Global Select Market.
  • 7The maximum size of the Board of Directors has been increased from seven to eight.

Frequently Asked Questions

The company will continue to pay Mr. Winters his annual base salary of $405,000, target bonus, and provide health benefits for 18 months following his termination date. Additionally, he will receive a monthly consulting fee of $25,000 for three months. The accelerated vesting of equity awards also represents a potential dilution or expense for the company.

Lainie Goldstein has been appointed as the Interim Chief Financial Officer. She has been with Take-Two Interactive as Senior Vice President of Finance since November 2003 and has over 15 years of financial experience.

Regaining compliance with NASDAQ listing requirements is a positive development. It means Take-Two Interactive's common stock will continue to be listed on The NASDAQ Global Select Market, which provides liquidity and accessibility for investors and maintains the stock's visibility on a major exchange.

The filing states that the Board's maximum size was increased from seven to eight directors. The specific reasons for this expansion are not detailed in this filing, but it could indicate plans for future growth, strategic initiatives, or the addition of specific expertise to the board.